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Section 1: DEF 14A (DEF 14A)

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UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
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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

Vista Outdoor 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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1
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Title of each class of securities to which transaction applies:
         
 
 
(2
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Aggregate number of securities to which transaction applies:
         
 
 
(3
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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):         
 
 
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing 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.
 
 
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Date Filed:
         


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VISTA OUTDOOR INC.
1 Vista Way
Anoka, MN 55303

June 21, 2019
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of Vista Outdoor Inc. (the "Annual Meeting"), which will be held at 9:00 a.m. Central Daylight Time on Tuesday, August 6, 2019, at our corporate headquarters located at 1 Vista Way, Anoka, Minnesota.
The Notice of Annual Meeting and Proxy Statement that follow describe the business to be conducted at the Annual Meeting.
We have elected to take advantage of the "notice and access" rules of the Securities and Exchange Commission to furnish most of our stockholders with proxy materials over the Internet. These rules allow us to provide you with the information you need, while reducing our printing and delivery costs.
        Your vote on the proposals is important. Whether or not you attend the Annual Meeting, we encourage you to vote your shares in order to make certain that you are represented at the meeting. You may vote over the Internet, as well as by telephone or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card.
        If you plan to attend the Annual Meeting, please let us know. See the Admission Policy in the Notice of Annual Meeting of Stockholders for instructions on admission to the meeting.
We look forward to seeing you at the Annual Meeting.
 
 
Sincerely,
 
 
 
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Christopher T. Metz
Chief Executive Officer
 
 
 
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  Michael Callahan
  Chairman
 

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Date and Time:
 
Tuesday, August 6, 2019, at 9:00 a.m. Central Daylight Time
Place:
 
1 Vista Way, Anoka, Minnesota 55303
Items of Business:
• Elect April H. Foley, Tig H. Krekel, and Michael D. Robinson as directors of Vista Outdoor Inc. for a term of one year.
• Approve, on a non-binding advisory basis, the compensation of Vista Outdoor Inc.'s named executive officers, as disclosed in the accompanying proxy statement.
• Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending March 31, 2020.
• Vote on the approval of an amendment to the 2014 Stock Incentive Plan to increase the individual annual performance share limit.
• Transact any other business that may be properly brought before the meeting or any adjournment of the meeting.
Record Date:
 
June 11, 2019
Voting by Proxy:
 
It is important that your shares be represented and voted at the meeting. Whether or not you plan to attend the meeting in person, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail, the section entitled "Questions and Answers About the Meeting and Voting" beginning on page 1 of the accompanying proxy statement or, if you requested to receive printed proxy materials, your enclosed proxy card or voting instruction card. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement.
Admission Policy:
 
Stockholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting of Stockholders on August 6, 2019 in person. To be admitted to the meeting, you must request an admission ticket. You may request an admission ticket by calling (763) 433-1000, by emailing corporate.secretary@vistaoutdoor.com or by mailing a request to Vista Outdoor Inc.'s Corporate Secretary at 1 Vista Way, Anoka, MN 55303, Attn: Annual Meeting Ticket Request. Seating is limited. You may pick up your ticket at the registration table prior to the meeting. Please be prepared to show your government issued photo identification. Please note that if you hold shares in "street name" (that is, through a bank, broker or other nominee), you will also need to bring a copy of a statement reflecting your share ownership as of the record date. If you attend as a representative of an entity that owns shares of record, you will need to bring proper identification indicating your authority to represent that entity.

 
 
 
By Order of the Board of Directors,
 
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Scott D. Chaplin
Corporate Secretary
June 21, 2019


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This Proxy Statement Summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, so please read the entire Proxy Statement carefully before voting.
Voting matters and recommendations:
Proposal 1
 
Proposal 2
 
Proposal 3
 
Proposal 4
The election of April H. Foley, Tig H. Krekel, and Michael D. Robinson as directors of Vista Outdoor Inc. for a term of one year.
 
The approval, on a non-binding advisory basis, of the compensation of Vista Outdoor's named executive officers, as disclosed in this proxy statement.
 
The ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending March 31, 2020.
 
The approval of an amendment to the Vista Outdoor Inc. 2014 Stock Incentive Plan to increase the limitation on the number of performance shares that can be granted in any calendar year to enable the Company to make annual equity awards in performance shares.
Information regarding the proposal can be found on page 63
 
Information regarding the proposal can be found on page 64
 
Information regarding the proposal can be found on page 65
 
Information regarding the proposal can be found on page 66
Board of Directors' Recommendation: FOR
 
Board of Directors' Recommendation: FOR
 
Board of Directors' Recommendation: FOR
 
Board of Directors' Recommendation: FOR

Governance Highlights:
Vista Outdoor believes that a commitment to effective and transparent corporate governance is critical to establishing trust and credibility with investors. This commitment serves as a framework for principled leadership, responsible decision-making, monitoring of financial performance and compliance with legal requirements. Specific corporate governance practices include:
▪
100% independent Board committees
▪
7 of our 8 directors are independent (all directors other than our Chief Executive Officer)
▪
Independent Chairman of the Board
▪
Annual board and committee self-assessment and periodic external independent evaluations
▪
Regular executive sessions, where independent directors meet without management present
▪
Commencing annual elections for directors beginning in 2019 to be fully completed by 2021


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Board of Directors:
Name
Age
Director
Since
Independent
Primary Occupation
Committee Membership 
Michael Callahan
69
2015
Yes
Retired
NGC, MDCC
Christopher T. Metz
53
2017
No
Chief Executive Officer of Vista Outdoor, Inc.
 
April H. Foley
71
2015
Yes
Serves on multiple advisory councils and private entity Boards
NGC, MDCC
Mark A. Gottfredson
62
2015
Yes
Head of Automotive practice in the Americas for Bain
NGC, AC
Tig H. Krekel
65
2015
Yes
Chairman of Hudson Group
AC, MDCC
Gary L. McArthur
59
2015
Yes
Retired
NGC, AC
Michael D. Robinson
53
2018
Yes
Retired
NGC, MDCC
Robert M. Tarola
69
2015
Yes
President of Right Advisory LLC
AC, MDCC
NGC = Nominating and Governance Committee; AC = Audit Committee; MDCC = Management Development and Compensation Committee
Corporate Responsibility Highlights:
We remain committed to creating a safe and healthy working environment for our employees and to promoting the responsible and safe use of our products by consumers. We are proud to be a leader in environmental stewardship and conservation. We operate our businesses in an environmentally responsible and compliant manner by recycling and reusing materials and limiting waste in our factories. We support conservation in all forms, across all brands by partnering with organizations who strive to protect wild places, improve habitat, and secure access for recreational uses. Learn more by visiting our Corporate Social Responsibility page on Vistaoutdoor.com.
Safety
Safety is one of our company’s core values. We urge safety in our workplaces and in the responsible use of our products by our consumers. We support and participate in many organizations and campaigns designed to promote the safe and responsible use of shooting sports products, including the following:
•
National Shooting Sports Foundation (NSSF) - supporting their efforts to promote gun safety and education including their Project Child Safe Campaign.
•
FixNICS - a campaign launched in 2013 to encourage states to report to the FBI’s National Instant Criminal Background Check System (NICS) all records that establish someone is prohibited from owning a firearm under current law.
•
Don’t Lie for the Other Guy - A national campaign to prevent the illegal purchase of firearms.
Environment
We are committed to environmental stewardship and conservation. We operate our businesses in an environmentally responsible manner and continuously seek to improve the efficiency and sustainability of our manufacturing operations. We believe that public lands should be protected and that increasing participation in outdoor recreation benefits conservation because people protect the things they value.  We support conservation in all forms, across all brands by partnering with organizations that strive to protect wild places, improve habitat, and secure access for recreational uses. Examples of the conservation organizations we support can be found on our Corporate Social Responsibility page on Vistaoutdoor.com.
Changes to Our Social Responsibility Program
In 2019, the Company acted to elevate our Social Responsibility program, including moving responsibility for the program to our Corporate Compliance Department and developing a direct reporting relationship to our Board of Directors, specifically the Nominating and Governance Committee.


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Historically, social responsibility initiatives have been driven by the brands themselves. And, while this is still true today, now with an increased focus at the corporate level, we can bring these initiatives together, create best practices, find synergies, have a bigger impact, and increase visibility with our executives, our Board of Directors, our consumers and our investors.
Recent Changes to Named Executive Officer Pay Practices:
As described in this proxy statement, the Company took material action with respect to its pay practices for fiscal year 2020 based, in part, on the feedback it received from stockholders in connection with the say-on-pay vote at our 2018 annual meeting ("2018 Say on Pay Vote") and subsequent stockholder outreach led by the new Chairman of the Management Development and Compensation Committee ("MDCC"). In particular, and as described in more detail in this proxy statement, the MDCC and the Company implemented the following measures:
•
No Guaranteed Annual Incentives: Mr. Metz was guaranteed an annual incentive payment in lieu of a cash sign-on bonus for the fiscal year 2018 in an effort to secure his employment with the Company in a challenging business environment, which was roughly halfway through the fiscal year at the time he joined the Company. Mr. Metz’s guaranteed minimum annual incentive for fiscal year 2019 had no practical effect because his actual bonus payment materially exceeded this minimum based on achievement of applicable financial targets. Neither Mr. Metz nor any other named executive officer is covered by any annual incentive plan payment guarantee for fiscal year 2020 and the achievement of any annual incentives for fiscal year 2020 will be based solely on financial achievement.

•
Majority of Officer Equity Grants in Performance Shares: The most recent annual long-term incentive (“LTI”) awards approved for named executive officers in March 2019 were made in the form of performance shares with a weighting of 55%. As noted in this proxy, a portion of Mr. Metz’s performance share grant is subject to stockholder approval of an amendment to our 2014 Stock Incentive Plan (Proposal 4 in this proxy statement).

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•
Base Salaries Held Flat: While not raised by stockholders in connection with the MDCC’s stockholder outreach efforts, the MDCC determined it appropriate to hold named executive officer base pay levels flat from fiscal year 2019 to fiscal year 2020, to reflect the Company’s business environment and industry considerations. Mr. Chaplin was the only named executive officer to receive a base salary increase for fiscal year 2020, with the MDCC recognizing that his merit adjustment of 3% was necessary in connection with his recent assumption of substantial additional duties (including the Communications and Governmental Relations functions).


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•
Compensation Peer Group Significantly Reshaped for Fiscal Year 2020: While also not in response to direct stockholder feedback, the MDCC made material changes to the Company’s peer group used for named executive officer compensation benchmarking, resulting in a reduction in median revenue of the peer group by over 25% for fiscal year 2020, reflective of the current size of our organization and our recent Eyewear business divestiture. Chief Executive Officer pay remained within the reasonable range relative to this new peer group, and Chief Executive Officer pay for fiscal year 2019 as reflected in the Summary Compensation Table of this proxy statement dropped by over 11% relative to that reported for fiscal year 2018. In addition, named executive officer maximum payout potential under the annual incentive plan was reduced from 250% to 200% of target based on a competitive analysis and to keep the related incentive pool reasonable.

•
Competitive Search Launched for a New Compensation Consultant: The MDCC has solicited proposals from potential compensation consultants and is expected to select a new consultant in August 2019 after a competitive process. Among other things, the MDCC is assessing each consultant’s ability to help the MDCC build on its recent stockholder outreach efforts which have translated into material changes to named executive officer pay practices for fiscal year 2020.




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June 21, 2019
 
The Board of Directors of Vista Outdoor Inc. ("Vista Outdoor" or the "Company") is soliciting proxies to be used at the Annual Meeting of Stockholders to be held on August 6, 2019 (the "Annual Meeting") and at any adjournment of the Annual Meeting. The Notice of Internet Availability of Proxy Materials was first mailed to stockholders and the proxy materials were first made available to stockholders on or about June 21, 2019.

 
 
 
 
 
 
 
 
FAQS ABOUT THE MEETING AND VOTING
 
 
 
 
 
How can I vote my shares without attending the Annual Meeting?
 
HOW TO VOTE
Use any of the following methods and your control number:

 
 
 
 
 
If you hold your shares directly, you may vote by granting a proxy by one of the following methods:
On the Internet - You may vote online at www.proxyvote.com by following the instructions provided in the Notice of Internet Availability of Proxy Materials. Voting on the Internet has the same effect as voting by mail. If you vote on the Internet, you do not need to return a proxy card by mail. Internet voting will be available until 11:59 P.M. Eastern Time (ET) on August 5, 2019.

By Telephone - You may vote by telephone by dialing (800) 690-6903. Voting by telephone has the same effect as voting by mail. If you vote by telephone, you do not need to return a proxy card by mail. Telephone voting will be available until 11:59 p.m. Eastern Time (ET) on August 5, 2019.

By Mail - The Notice of Internet Availability of Proxy Materials includes instructions on how to request the proxy materials (including a proxy card) in printed form by mail or electronically by email. Once you receive a paper proxy card, you may vote your shares by signing and dating each proxy card that you receive and returning it in the prepaid envelope by August 4, 2019. Sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as an attorney-in-fact, executor, administrator, guardian, trustee or the officer or agent of a corporation or partnership), please indicate your name and your title or capacity. If the stock is held in custody for a minor (for example, under the Uniform Transfers to Minors Act), the custodian should sign, not the minor. If the stock is held in joint ownership, one owner may sign on behalf of all owners.

If you are the beneficial owner of shares held in street name, you may instruct your bank, broker or other financial intermediary to vote your shares by following the instructions provided by your bank, broker or other financial intermediary. Most intermediaries offer voting by mail, by telephone and on the Internet.
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Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a printed copy of the proxy materials?
In accordance with rules adopted by the Securities and Exchange Commission, we may furnish proxy materials to our stockholders by providing access to these documents on the Internet instead of mailing printed copies. You will not receive printed copies of the materials unless you request them. Instead, we mailed you the Notice of Internet Availability of Proxy Materials (unless you have previously consented to electronic delivery or already requested to receive paper copies), which instructs you as to how you may access, review all of the proxy materials, and submit your proxy on the Internet. If you would like to receive a paper copy or email copy of the proxy materials, please follow the instructions provided in the Notice of Internet Availability of Proxy Materials.
What proposals will be voted on at the Annual Meeting?
There are four matters on which a vote is scheduled at the Annual Meeting.
Proposal 1 - Elect April H. Foley, Tig H. Krekel, and Michael D. Robinson as directors of Vista Outdoor Inc. for a term of one year.
Proposal 2 - The approval, on a non-binding advisory basis, of the compensation of Vista Outdoor's named executive officers, as disclosed in this proxy statement.
Proposal 3 - The ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending March 31, 2020.
Proposal 4 - The approval of an amendment to the Vista Outdoor Inc. 2014 Stock Incentive Plan to increase the individual annual performance share limit.
What are the Board of Directors’ voting recommendations?
FOR
FOR
FOR
FOR
• Election of April H. Foley, Tig H. Krekel, and Michael D. Robinson as directors of Vista Outdoor for a term of one year (Proposal 1).
• Approval, on a non-binding advisory basis, of the compensation of Vista Outdoor’s named executive officers, as disclosed in this proxy statement (Proposal 2).
• Ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending March 31, 2020 (Proposal 3).
• Approval of an amendment to the Vista Outdoor Inc. 2014 Stock Incentive Plan to increase the limitation on the number of performance shares that can be granted in any calendar year to enable the Company to make awards in performance shares (Proposal 4).
Who is entitled to vote at the Annual Meeting?
All stockholders of record at the close of business on June 11, 2019 (the “Record Date”) are entitled to vote at the Annual Meeting.



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What is the quorum requirement for the Annual Meeting?
To conduct business at the Annual Meeting, a quorum must be present. A quorum will be present if the holders of a majority of the outstanding shares of our common stock entitled to vote as of the Record Date are represented in person or by proxy at the Annual Meeting. On the Record Date, there were 57,725,556 shares of Vista Outdoor common stock outstanding and entitled to vote. This does not include 6,238,883 shares that were held in our treasury and cannot be voted. Each share is entitled to one vote. There was no other class of voting securities of the Company outstanding on the Record Date.
How can I vote my shares in person at the Annual Meeting?
▪
If you are a stockholder of record, you may vote in person at the Annual Meeting.
▪
If you hold shares beneficially in street name (i.e., in a stock brokerage account or through a bank or other nominee), you may vote in person at the Annual Meeting only if you obtain a legal proxy from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares at the Annual Meeting.
▪
Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.
May I change or revoke my vote?
Yes. You may change or revoke your vote at any time prior to the vote at the Annual Meeting. If you are a stockholder of record, you can change your vote by:
▪Voting over the Internet or by telephone until 11:59 p.m. Eastern Daylight Time on August 5, 2019;
▪Signing and delivering to our Corporate Secretary a written request to revoke your proxy vote;
▪Signing and mailing a new, properly completed proxy card with a later date than your original proxy card; or
▪Attending the Annual Meeting and voting in person.
If you are not a stockholder of record, you must instruct the party that holds your shares of record of your desire to change or revoke your voting instructions.
How are shares voted?
Your shares will be voted as you instruct, assuming that you have properly voted over the Internet or by telephone or that your properly signed proxy card is received in time to be voted at the Annual Meeting.
If you are a stockholder of record and you properly submit your proxy with no voting instructions, your shares will be voted in accordance with the Board of Directors’ recommendation on each of the proposals. See "What are the Board of Directors’ voting recommendations?" for more information.
If you are the beneficial owner of shares held in street name and you have not provided voting instructions to the broker, bank, trustee or nominee who holds your shares, such intermediary will not have discretionary authority to vote your shares in the election of directors (Proposal 1), the non-binding, advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement (Proposal 2), or the approval of an amendment to the 2014 Stock Incentive Plan to increase the individual annual performance share limit (Proposal 4) resulting in a "broker-non-vote" with respect to these matters. However, most intermediaries do have the authority to exercise discretion to vote your shares with respect to the ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company’s financial statements of the fiscal year ending March 31, 2020 (Proposal 3). See "What is a broker non-vote?" for more information.


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What vote is required to approve the proposals?
Proposal 1
 
Proposal 2
 
Proposal 3
 
Proposal 4
The three director nominees, April H. Foley, Tig H. Krekel, and Michael D. Robinson, will each be elected as a director of Vista Outdoor if the votes cast in favor of such nominee's election exceed the votes cast against, or withheld with respect to, such nominee. Cumulative voting for the election of directors is not permitted.
 
The compensation of our named executive officers, as disclosed in this proxy statement, will be approved on a non-binding, advisory basis if a majority of the votes present in person or represented by proxy and voting thereon at the Annual Meeting (excluding abstentions) are voted in favor of the proposal.
 
The ratification of the Audit Committee's selection of Deloitte & Touche LLP as our independent auditors for fiscal year ending March 31, 2020, will be approved if a majority of the votes present in person or represented by proxy and voting thereon at the Annual Meeting (excluding abstentions) are voted in favor of the proposal.
 
The amendment to the Vista Outdoor Inc. 2014 Stock Incentive Plan to increase the individual annual performance share limit, will be approved if a majority of the votes present in person or represented by proxy and voting thereon at the Annual Meeting (excluding abstentions) are voted in favor of the proposal.
Because Proposal 2 is an advisory vote, it is non-binding on our Board of Directors. However, the Board of Directors and the Management Development and Compensation Committee of the Board of Directors value the opinions of our stockholders and, to the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, they will consider our stockholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns. As described in this proxy statement, the Company took material action with respect to its pay practices for fiscal year 2020 based, in part, on the feedback it received from stockholders in connection with the 2018 Say on Pay Vote and subsequent stockholder outreach led by the Chairman of the MDCC.
What happens if I abstain from voting?
If you submit a proxy and explicitly abstain from voting on any proposal, the shares represented by the proxy will be considered present at the Annual Meeting for the purpose of determining a quorum.
With respect to the election of directors (Proposal 1), the proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers, as described in this proxy statement (Proposal 2), the proposal to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit our financial statements for the fiscal year ending March 31, 2020 (Proposal 3), and the approval of an amendment to the 2014 Stock Incentive Plan to increase the individual annual performance share limit (Proposal 4) abstentions will not be counted as votes cast and, therefore, they will have no effect on the outcome of this proposal.
What is a broker non-vote?
A “broker non-vote” occurs when a broker submits a proxy that does not indicate a vote for one or more of the proposals because the broker has not received instructions from the beneficial owner on how to vote on such proposal(s) and does not have discretionary authority to vote in the absence of instructions. Brokers have discretionary authority to vote on matters that are deemed “routine,” such as the ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company’s financial statements of the fiscal year ending March 31, 2020 (Proposal 3). Brokers do not have discretionary authority to vote on matters that are deemed “non-routine,” such as the election of directors (Proposal 1), the non-binding, advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement (Proposal 2), and the approval of an amendment to the 2014 Stock Incentive Plan to increase the individual annual performance share limit (Proposal 4). Broker non-votes will be counted for the purposes of determining whether a quorum exists at the Annual Meeting, but because they are not votes that are cast, they will have no effect on the outcome of Proposal 1, Proposal 2 or Proposal 4.


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Who will tabulate the votes at the Annual Meeting?
The Carideo Group, Inc., an investor-relations counseling firm, will provide inspectors of election to tabulate the votes cast before and at the Annual Meeting.
Will I have dissenters’ rights?
No dissenters’ rights are available under the General Corporation Law of the State of Delaware, our certificate of incorporation or our Bylaws to any stockholder with respect to any of the matters proposed to be voted on at the Annual Meeting.
What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials, proxy or voting instruction card?
It means your shares are registered differently or are held in more than one account. To ensure that all of your shares are voted, please vote once for each Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card you receive.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K following the Annual Meeting.
How will the solicitation of proxies be handled?
▪
Proxies are being solicited primarily by Internet and mail, but proxies may also be solicited personally, by telephone, facsimile and similar means. Our directors, officers and other employees may help with the solicitation without additional compensation.
▪
We will reimburse brokers, banks and other custodians and nominees for their reasonable expenses in forwarding proxy solicitation materials to the owners of the shares they hold.
▪
We will pay all other expenses of preparing, printing, and mailing or distributing the proxy solicitation materials.
What other business may be brought up at the Annual Meeting?
▪
Our Board of Directors does not intend to present any other matters for a vote at the Annual Meeting. No other stockholder has given the timely notice required by our Bylaws in order to present a proposal at the Annual Meeting. Similarly, no additional candidates for election as a director can be nominated at the Annual Meeting because no stockholder has given the timely notice required by our Bylaws in order to nominate a candidate for election as a director at the Annual Meeting. If any other business is properly brought before the Annual Meeting, the persons named as proxy on the proxy card will vote on the matter using their best judgment.
▪
Information regarding the requirements for submitting a stockholder proposal for consideration at next year's annual meeting of stockholders, or nominating a candidate for election as a director at next year's annual meeting of stockholders, can be found near the end of this proxy statement under the heading "Future Stockholder Proposals."
How are proxy materials delivered to stockholders who share the same household?
The rules of the Securities and Exchange Commission allow us to deliver a single copy of the annual report and proxy statement to any household at which two or more stockholders reside. We believe this rule benefits everyone. It eliminates


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duplicate mailings that stockholders living at the same address receive, and it reduces our printing and mailing costs. This rule applies to any annual reports, proxy statements, proxy statements combined with a prospectus and information statements. If your household would like to receive duplicate rather than single mailings in the future, please write to Broadridge Investor Communications Solutions, Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or call 800-542-1061.
Each stockholder will continue to receive a separate proxy card or Notice of Internet Availability of Proxy Materials. If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing stockholders to consent to such elimination, or through implied consent if a stockholder does not request continuation of duplicate mailings. Since not all brokers and nominees offer stockholders the opportunity to eliminate duplicate mailings, you may need to contact your broker or nominee directly to discontinue duplicate mailings from your broker to your household.
Your household may have received a single set of proxy materials this year. If you would like to receive another copy of this year's proxy materials, please write to Broadridge Investor Communications Solutions, Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or call 800-542-1061.



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CORPORATE GOVERNANCE AT VISTA OUTDOOR INC.
Corporate Governance Guidelines
Our Board of Directors and management are committed to effective corporate governance practices. Our Guidelines on Corporate Governance describe the governance principles and procedures by which the Board functions. The Board annually reviews and updates, if necessary, the Guidelines on Corporate Governance and the Board committee charters in response to corporate governance developments, including regulatory changes, and recommendations by directors in connection with Board and committee evaluations.
Our Guidelines on Corporate Governance are available on our website at www.vistaoutdoor.com by selecting Investors and then Corporate Governance.
Code of Business Ethics
The Company's Board of Directors has adopted a written code of business ethics which applies to all directors, officers and employees. Our Code of Business Ethics is available on our website at www.vistaoutdoor.com by selecting Investors, then Corporate Governance and then Code of Business Ethics.
Communications with Directors
Procedures for stockholders, or anyone else, to communicate directly with non-management directors are available on our website at www.vistaoutdoor.com by selecting Investors, then Corporate Governance and then Contact Directors.
Any concerns about the Company's accounting, internal controls or auditing matters will be referred to the Audit Committee of the Board of Directors. Other communications sent to the Board of Directors will first be reviewed by the Company's Corporate Secretary to determine whether, based on the facts and circumstances of the communication, a response on behalf of the Board or an individual director is appropriate. If a response on behalf of the Board or an individual director is appropriate, management may assist the Board or individual director in gathering all relevant information and preparing a response. Communications related to day-to-day operations, job inquiries, business solicitations, advertisements, and similar matters are typically directed to an appropriate member of management for a response. The Corporate Secretary may elect not to refer the following types of communications to the Board:
•
Product inquiries or suggestions,

•
Employee complaints that are neither significant nor material,

•
Routine complaints regarding the Company's products, and

•
Requests for donations.
The Company maintains a record of all stockholder and other external communications to the Board, which the Board reviews at regular meetings. The Company's Senior Vice President, Chief Legal, HR & Compliance Officer and Corporate Secretary provides a periodic summary to the Chair of the Nominating and Governance Committee of stockholder and other external communications sent to the Board.
Director Independence
Under the applicable rules of the New York Stock Exchange, a majority of our Board of Directors must be independent. Our Board of Directors has affirmatively determined that each of the current directors, other than Christopher T. Metz, our Chief Executive Officer, has no material relationship with the Company and is independent. Our Audit, Nominating and Governance, and Management Development and Compensation Committees are each composed solely of independent directors.
Each year our directors complete a questionnaire that is designed to, among other things, provide information to assist the Board in determining whether the director is independent. Any person nominated for election as a director must also complete a questionnaire no later than the date he or she will be recommended for nomination by the Nominating and Governance Committee. Our Nominating and Governance Committee reviews all transactions and relationships disclosed in the director questionnaires. Each year, the Board of Directors makes a formal determination regarding each director's independence.


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In order to qualify as independent, a director must qualify as independent under the applicable rules of the New York Stock Exchange and our Board of Directors must also affirmatively determine, in its business judgment and in consideration of all relevant facts and circumstances, that the director has no relationship with the Company that is material to that director's ability to be independent from management. The Nominating and Governance Committee and the Board have reviewed all transactions and relationships between the Company and our directors, their immediate family members, and entities with which they are affiliated and determined that they were made or established in the ordinary course of business and that the directors had no material relationship with the Company.
No family relationship exists among any of the directors or among any of them and any executive officer of Vista Outdoor.
The Vista Outdoor Inc. Board of Directors
Michael Callahan

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Mr. Callahan currently serves as the Chairman of the Board of Directors and recently served as our interim Chief Executive Officer from July to October 2017. Mr. Callahan currently serves as the President and Chief Executive Officer of Aspen Partners, a Utah-based consultant to the outdoor sporting industry, since 2008. From 1990 until his retirement in 2008, Mr. Callahan served in various merchandising, marketing, management and senior executive positions with Cabela’s, Inc., a specialty retailer of hunting, fishing, boating, camping, shooting, and related outdoor recreation merchandise, most recently as Senior Vice President Business Development & International Operations. Prior to joining Cabela’s, Mr. Callahan spent 15 years working in the outdoor recreation industry.
Board Committees: Nominating and Governance Committee and Management Development and Compensation Committee 
Qualifications:
Mr. Callahan has been selected to serve as a director due to his operational, marketing and leadership experience gained through various senior positions in the sporting goods and outdoor industry.
Director of Vista Outdoor since: February 2015
Age: 69
Christopher T. Metz

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Mr. Metz has served as a director and our Chief Executive Officer since October 2017. Prior to joining Vista Outdoor, Mr. Metz served as President and Chief Executive Officer of Arctic Cat Inc., a manufacturer of all-terrain vehicles, recreational off-road vehicles and snowmobiles, from December 2014 to March 2017. He served as a Managing Director of Sun Capital Partners, Inc. ("Sun Capital"), a global private equity firm, from 2005 to July 2014. Prior to joining Sun Capital, Mr. Metz worked for Black & Decker, a manufacturer of power tools, accessories, hardware, home improvement products, and technology based fastening systems, for over 13 years, serving in a variety of capacities, including President of its Hardware and Home Improvement Group from 1999 to 2005. Mr. Metz currently serves on the board of Central Garden & Pet Company, a producer and distributor of lawn, garden, and pet supplies.

Other Public Company Boards: Central Garden & Pet Co.
Qualifications:
Mr. Metz has been selected to serve as a director based on his extensive experience and proven leadership, strategic decision making, and business performance.
Director of Vista Outdoor since: October 2017
Age: 54


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April H. Foley
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Ambassador Foley served with the U.S. State Department as the Ambassador to Hungary from 2006 to 2009. Before her diplomatic service, she was First Vice President and Vice Chairman, and a member of the Board of Directors, of the Export-Import Bank of the United States from 2003-2005. She also served as Director of Business Planning of PepsiCo, Inc., a multinational food, snack, and beverage corporation, from 1981 to 1993, and previously served as a director of Xerium Technologies, Inc.
Board Committees: Nominating and Governance Committee and Management Development and Compensation Committee
Qualifications:
Ambassador Foley has been selected to serve as a director due to her global and government experience through her service as an Ambassador and experience in the analysis of financial performance and business plans.
Director of Vista Outdoor since: February 2015
Age: 71
Mark A. Gottfredson

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Mr. Gottfredson is a leader in and was the former head of Bain & Company, Inc.’s performance improvement practice of Bain & Company, Inc. (“Bain”), a business management consultant. He recently led an engagement for the World Bank related to international trade and has worked with business leaders from many leading international corporations. He served on Bain’s board from 2008 to 2012 and currently serves as the head of the automotive practice in the Americas for Bain. He also currently serves as a director and member of the Audit Committee of Emerge Energy Services LP.
Board Committees: Audit Committee and the Nominating and Governance Committee (Chairman).
Other Public Company Boards: Emerge Energy Services LP
Qualifications:
Mr. Gottfredson has been selected to serve as a director based on his extensive experience and proven ability advising boards and management on strategic decision making and business performance.
Director of Vista Outdoor since: February 2015
Age: 62
Tig H. Krekel
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Tig H. Krekel is the Chairman of Hudson Group, LLC, a management advisory services firm founded in 2001.  He was also Vice Chairman and Managing Partner of J.F. Lehman & Company, a private equity firm concentrating on the aerospace and defense industries from 2003 to 2012.  Prior to joining J.F. Lehman, Mr. Krekel served as President and Chief Executive Officer of Hughes Space and Communications, and as a Group President of the Boeing Company, overseeing the world’s largest manufacturer of commercial and military communications satellites. Before joining Hughes in 1999, Mr. Krekel was the President and Chief Executive Officer of the Aerospace Equipment Systems group of AlliedSignal (now Honeywell).
Board Committees: Audit Committee and the Management Development and Compensation Committee (Chairman)
Qualifications:
Mr. Krekel has been selected to serve as a director due to his leadership, industry and financial experience as the former chief executive officer of several large and complex businesses.  Also, Mr. Krekel has extensive corporate governance experience as chairman, committee chairman and member of numerous public and private boards.
Director of Vista Outdoor since: February 2015
Age: 65


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Gary L. McArthur
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Mr. McArthur served as Executive Vice President and Chief Financial Officer of CH2M Hill, an engineering company that provides consulting, design and operations services, from 2014 to 2018. Prior to joining CH2M Hill, he worked more than 15 years for Harris Corporation, an international communications and information technology company serving government and commercial markets, where he most recently served as Senior Vice President and Chief Financial Officer. Mr. McArthur has also been associated with Nextel Communications, Inc., Lehman Brothers, Inc. and Deloitte & Touche LLP and served on the boards of Terion Inc. and Live TV Co. Ltd.

Board Committees: Nominating and Governance Committee and the Audit Committee (Chairman)
Qualifications:
Mr. McArthur has been selected to serve as a director due to his extensive financial, management and complex problem-solving experience.
Director of Vista Outdoor since: February 2015
Age: 59
Michael D. Robinson
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Mr. Robinson was most recently employed as the Executive Vice President – Customer Experience, Product Management and Digital Revenue at Macy’s Inc. from 2015 to 2018 and was the Senior Vice President – Digital Technology at Macy’s Inc. from 2010 to 2015. Macy’s Inc. is an omni-channel retail organization that operates stores, websites, and mobile applications that sells a range of merchandise, including apparel and accessories for men, women, and children; cosmetics; home furnishings; and other consumer goods. Before joining Macy’s, Mr. Robinson was the Vice President – IT Strategy, Business Planning and Global Corporate Systems Development from 2005 to 2010 at Gap, Inc., an American worldwide clothing and accessories retailer. Prior his employment at Gap, Inc., he was the Associate Partner - Distribution Sector – Retail and Biotech Industries at IBM Business Consulting Services, which is the professional services arm of IBM, from 2001 to 2005. Mr. Robinson also previously held roles at PricewaterhouseCoopers and Johnson & Johnson.
Board Committees: Nominating and Governance Committee and Management Development and Compensation Committee
Qualifications:
Mr. Robinson has been selected to serve as a director due to his leadership and extensive digital technology and e-commerce knowledge gained from over 20 years of experience at several large and complex businesses.
 
Director of Vista Outdoor since: December 2018
Age: 53


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Robert M. Tarola
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Mr. Tarola is currently the president of Right Advisory LLC, a financial consulting firm. He currently serves as interim Chief Financial Officer for Covenant Health in New England. Prior to joining Covenant Health, he served as Chief Financial Officer of Southcoast Health System for three years, a healthcare service provider, and was associated with The Howard University where he served as Chief Financial Officer for four years. Prior to his time with Howard, he served as Chief Financial Officer for W.R. Grace & Co. for almost 10 years. Prior to W.R. Grace, he served as Chief Financial Officer of MedStar Health, Inc. and was an audit partner at PricewaterhouseCoopers LLP. He currently serves on the board of Legg Mason Mutual Funds and The American Kidney Fund, serves as Chairman of the Board of XBRL International Inc., serves on the Board of Visitors of the Fox School of Business at Temple University and previously served on the Board and Audit Committee of TeleTech Holdings Inc. He also serves on the Investment Advisory Group for the PCAOB and is a CPA and CGMA. Mr. Tarola has been named as one of the Top 100 graduates of Fox Business School of Temple University.

Board Committees: Audit Committee and the Management Development and Compensation Committee.
Qualifications:
Mr. Tarola has been selected to serve as director based on his extensive management experience and deep financial expertise.
 
Director of Vista Outdoor since: February 2015
Age: 69
Organization of the Board of Directors
Declassification of the Board of Directors
At the annual meeting of stockholders in 2018, the stockholders of the Company approved a proposal to amend the Company’s certificate of incorporation to declassify the Board of Directors over a three-year period, provide for the annual election of all directors at the 2021 annual meeting of stockholders and make certain conforming and technical changes to the Company’s Certificate of Incorporation. The certificate of incorporation, as amended, provides that following our annual meeting of stockholders in 2018, directors for each class will be elected at the annual meeting of stockholders held in the year in which the term for that class expires and will thereafter serve a one-year term until the next annual meeting of stockholders. Accordingly, the Company's Board of Directors is currently divided into the following classes whose terms will expire as described below:
 
Class
Term Expiration (Calendar Year)
Michael Callahan
I
2021
Robert M. Tarola
I
2021
April H. Foley
II
2019
Tig H. Krekel
II
2019
Gary L. McArthur
III
2020
Mark A. Gottfredson
III
2020
Christopher T. Metz
III
2020
Michael D. Robinson
None
Annually
Our Class II directors, Ambassador Foley and Mr. Krekel have terms expiring at the Annual Meeting. Mr. Robinson, who was elected to the Board on December 17, 2018, following the adoption of the amendment to the certificate of incorporation, to serve a term expiring at the Annual Meeting. These directors have each been nominated by the Board of Directors for reelection at the Annual Meeting, as described below under "Proposal 1 - Election of Directors."
At any meeting of stockholders for the election of directors at which a quorum is present, a director will be elected if the votes cast in favor of such nominee's election exceed the votes cast against, or withheld with respect to, such nominee; provided, however, that, if the Corporate Secretary of Vista Outdoor receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for directors set forth in the Company's amended and restated bylaws and such nomination has not validly been withdrawn, directors will be elected by a plurality of the votes cast.


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Chairman of the Board
The Company's Board of Directors maintains strong independent leadership through an active and empowered Chairman. The Company's independent directors appointed Mr. Callahan as Chairman in November 9, 2017. As Chairman, Mr. Callahan chairs executive sessions and other meetings of the independent directors and communicates, as appropriate, the results of those sessions or meetings to the Board and the Company's management. The Chairman’s other responsibilities are set forth in the Guidelines on Corporate Governance of Vista Outdoor Inc. that is available on the Company's website at www.vistaoutdoor.com by selecting Investors, then Corporate Governance and then Corporate Governance Guidelines.
Meetings of the Board
The Company's Board of Directors holds five regularly scheduled meetings each fiscal year. In the fiscal year ending March 31, 2019 (referred to as “fiscal year 2019”), the Board of Directors held a total of seven meetings. The independent directors of the Board meet in executive session at each regularly scheduled Board meeting. As a general practice, Board members are expected to also attend our annual meetings of stockholders. Each of our Board members attended the August 2018 annual meeting of stockholders. Each director attended significantly more than 75% of the meetings of the Board and applicable committees held in fiscal year 2019 (during the period that each director served).
Committees of the Board of Directors
The Board of Directors has established three standing committees, the Audit Committee, the Nominating and Governance Committee, and the Management Development and Compensation Committee (the "MDCC" or "Compensation Committee"), in connection with the discharge of its responsibilities.
Audit Committee (AC)

Specifically, the Audit Committee's duties include: appointing, compensating, retaining and overseeing the Company's independent registered public accounting firm; reviewing the scope of the audit to be conducted by such firm, as well as the results of its audit; overseeing the Company's financial reporting activities, including the Company's annual and quarterly reports and the accounting standards and principles followed; overseeing the Company's compliance with its Code of Business Ethics; overseeing the Company's financial reporting process; approving audit and non-audit services provided to the Company by the independent registered public accounting firm; evaluating requests for waivers related to the Code of Business Ethics; overseeing the Company's legal and regulatory compliance; overseeing the Company's disclosure and internal controls; and preparing the report of the Audit Committee required by the rules and regulations of the Securities and Exchange Commission and included in this Proxy Statement. Further, in conjunction with the mandated rotation of the independent registered public accountant’s lead engagement partner, the Audit Committee was involved with the selection of a new lead engagement partner for 2019. The Audit Committee is also responsible for oversight of financial risks, including the steps the Company has taken to monitor and mitigate these risks.
All of the Audit Committee members meet the independence and experience requirements of the New York Stock Exchange and the Securities and Exchange Commission and other requirements set forth in the Audit Committee charter. The Board has identified Messrs. Tarola and McArthur as audit committee financial experts under the rules of the Securities and Exchange Commission. The Audit Committee holds four regularly scheduled meetings each fiscal year. In fiscal year 2019, the Audit Committee held at total of six meetings. Generally, the Audit Committee meets separately with the independent auditors and the Company's internal auditors at regularly scheduled meetings and periodically meets separately with management.

Management Development and Compensation Committee (MDCC)
The MDCC carries out the responsibilities delegated by the Board of Directors relating to the review and determination of executive compensation and approves or recommends, as applicable, compensation and incentive plans and programs. The MDCC also produces an annual report regarding executive compensation that has been included in this Proxy Statement. The MDCC also evaluates the performance of the Chief Executive Officer and other executive officers in light of established Company goals and objectives at least once per year and, based on these evaluations, approves (or makes recommendations to the Board of Directors regarding approval when appropriate) the compensation of the Company's Chief Executive Officer and other executive officers. The MDCC is also responsible for overseeing the management of risks relating to the Company's executive compensation plans and arrangements. The MDCC has the authority to retain or obtain the advice of compensation consultants and other advisers and to determine the services to be provided and the fees for such services. The MDCC considers the independence of any compensation consultants and/or other advisers it engages and assesses whether the work of any such compensation consultants or advisors raises any conflicts of interest. In addition, the MDCC devises and executes an executive


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development and succession plan for the Company.
All of the MDCC members meet the independence requirements of the New York Stock Exchange and the Securities and Exchange Commission and other requirements set forth in the MDCC charter. The MDCC holds four regularly scheduled meetings each fiscal year. In fiscal year 2019, the MDCC held a total of five meetings. Additional information regarding the MDCC's processes and procedures for establishing and overseeing executive compensation is disclosed below under the heading "Executive Compensation—Compensation Discussion and Analysis."

Nominating and Governance Committee (NGC)
The Company's Nominating and Governance Committee is responsible for considering and reporting periodically to the Board of Directors on matters relating to the identification, selection and qualification of members of the Board of Directors and candidates nominated to the Board of Directors. The Nominating and Governance Committee also advises and makes recommendations to the Board of Directors with respect to corporate governance matters, oversees annual evaluations of the Board of Directors and is responsible for board succession planning. The Nominating and Governance Committee also receives and reviews, in accordance with the Company's amended and restated bylaws, stockholder recommendations for director candidates. The Nominating and Governance Committee periodically reviews the Company's policies related to such recommendations. The Nominating and Governance Committee, in its role of reviewing and maintaining the Company's Guidelines on Corporate Governance, also manages risks associated with the independence of the Board of Directors and potential conflicts of interest.
All of the Nominating and Governance Committee members meet the independence requirements of the New York Stock Exchange and other requirements set forth in the NGC charter. The Nominating and Governance Committee holds two regularly scheduled meetings each fiscal year. In fiscal year 2019, the Nominating and Governance Committee held a total of three meetings.
The current composition of the committees is listed in the table below with the Chair of each committee designated with a “C.”
 
Nominating and Governance Committee
Audit Committee
Management Development and Compensation Committee
Christopher T. Metz
 
 
 
Michael Callahan
t
 
t
April H. Foley
t
 
t
Mark A. Gottfredson
C
t
 
Tig H. Krekel
 
t
C
Gary L. McArthur
t
C
 
Robert M. Tarola
 
t
t
Michael D. Robinson
t
 
t

Annual Director Evaluations
The Nominating and Governance Committee leads an annual self-evaluation of the functioning and effectiveness of the Board, as a whole, each Committee and each director. The centerpiece of this process is the analysis of a comprehensive self-assessment questionnaire completed by each director. The directors' responses to the questionnaire provide a critical evaluation by the directors of the Board’s performance, including as assessment of its agendas, informational needs, composition, processes, dynamics and effectiveness, as well as a director by director evaluation in terms of skill sets and contribution. At the end of the process, opportunities for improvement are identified by the Nominating and Governance Committee and Board.
Periodically, the evaluation process is administered by our outside counsel. Each director completes the questionnaire and provides suggestions and feedback to our outside counsel, who then summarizes the results of the assessment and provides recommendations for improvements, to our Nominating and Governance Committee and Chairman. This process allows directors to anonymously provide feedback.



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Director Qualifications and Selection Process    
The Board has delegated the identification, screening and evaluation of director candidates to the Nominating and Governance Committee. The Nominating and Governance Committee retains from time to time a search firm to help identify, screen and evaluate director candidates. The Nominating and Governance Committee will also consider qualified candidates for Board membership submitted by stockholders, as described below, or by members of the Board of Directors. The Nominating and Governance Committee interviews the candidates who meet the director qualification standards described above, selects the candidates who best meet the Board's needs, and then recommends to the Board the director nominees for election to the Board.
In evaluating potential director nominees, the Nominating and Governance Committee seeks to ensure that the Board of Directors includes a range of talents, ages, skills, diversity and expertise, particularly in the areas of accounting and finance, management, domestic and international markets, governmental/regulatory, leadership and industry experience, sufficient to provide sound and prudent guidance with respect to the Company's operations and interests.
The Nominating and Governance Committee will consider stockholder recommendations for nominees to the Board. If you wish to recommend a prospective candidate for the Board, you should submit the candidate's name and written information in support of the recommendation to: Corporate Secretary, Vista Outdoor Inc., 1 Vista Way, Anoka, MN 55303. Additional information regarding the requirements for nominating a person for election as a director at the annual meeting of stockholders is described under the heading "Future Stockholder Proposals" near the end of this proxy statement. Director candidates recommended by stockholders will be considered under the same criteria as candidates recommended by the Nominating and Governance Committee.
The Board's Role in Risk Oversight
While the Company's management is responsible for the day-to-day management of risks, the Board of Directors has broad oversight responsibility for the Company's risk management programs. Company management is charged with adequately identifying material risks that the Company faces in a timely manner; implementing management strategies that are responsive to the Company’s risk profile and specific material risk exposures; evaluating risk and risk management with respect to business decision-making throughout the Company; and efficiently and promptly transmitting relevant risk-related information to the Board or appropriate committee, so as to enable them to conduct appropriate risk management oversight. The Board receives reports on enterprise risk management at least once a year.
The Board of Directors exercises risk management oversight and control, both directly and indirectly through board committees. The Board of Directors regularly reviews information regarding the Company's credit, liquidity and operations, including the risks associated with each. The MDCC is responsible for overseeing the management of risks relating to the Company's executive compensation plans and arrangements. The Audit Committee is responsible for oversight of financial risks, including the steps we take to monitor and mitigate these risks. The Nominating and Governance Committee, in its role of reviewing and maintaining the Company's Guidelines on Corporate Governance, manages risks associated with the independence of the Board of Directors, potential conflicts of interest and the governance of the Company. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports and by the Chief Executive Officer about the known risks to the Company's strategy and business.
Compensation Committee Interlocks and Insider Participation
None of the members of the MDCC has ever served as an officer or employee of the Company while serving on the MDCC or has any relationships with the Company requiring disclosure below under the heading "Related Person Transactions." Mr. Callahan served briefly as the Company's Interim Chief Executive Officer, but he did not serve on the MDCC during that period. Since the beginning of the last fiscal year, no executive officer of the Company has served on the Compensation Committee or board of any company that employs a director of the Company.
Stock Ownership Guideline for Non-Employee Directors
The Board has established a stock ownership guideline that bars non-employee directors from selling any shares of Vista Outdoor that they own until they own number of shares of Vista Outdoor common stock equal in value to five (5) times the amount of the annual cash retainer paid to members of the Board of Directors, or $375,000. The Nominating and Governance Committee of the Board reviews the stock ownership of each incumbent director annually prior to the Committee's recommendation to the Board of the nominees for election as directors at the annual meeting of stockholders. Shares of Vista Outdoor common stock owned outright and restricted stock and deferred stock units granted under the Company's 2014 Stock


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Incentive Plan are all counted for the purpose of meeting the stock ownership guideline. All non-employee directors are currently in compliance with these guidelines.
Information About Our Executive Officers
The following table sets forth certain information with respect to Vista Outdoor's executive officers:
Name
 
Age
 
Title
Christopher T. Metz
 
53
 
Chief Executive Officer
Miguel A. Lopez
 
59
 
Chief Financial Officer
Scott D. Chaplin
 
52
 
Senior Vice President, Legal, Human Resources, and Corporate Services

Each of the above individuals serves at the pleasure of the Board of Directors. No family relationship exists among any of the executive officers or among any of them and any director of Vista Outdoor. There are no outstanding loans from Vista Outdoor to any of these individuals. Information regarding the employment history (in each case with Vista Outdoor unless otherwise indicated) of Messrs. Lopez and Chaplin are set forth below. Information regarding the employment history of Mr. Metz can be found above in the information provided for members of our Board of Directors.
Miguel "Mick" A. Lopez
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Mr. Lopez has served as our Chief Financial Officer since April 2018. Prior to joining Vista Outdoor, Mr. Lopez was most recently employed as the Chief Financial Officer of Veritas Technologies LLC ("Veritas Technologies"), an international data management company, from February 2016 to July 2017. Before joining Veritas Technologies, he served as the Chief Financial Officer of Harris Corporation, a technology company, defense contractor and information technology services provider, from February 2014 to January 2016. Prior to joining Harris Corporation, Mr. Lopez was the Chief Financial Officer of Aricent Group/KKR Private Equity, a global design and engineering company from November 2011 to December 2013. Mr. Lopez also served as the Vice President, Corporate Finance and Operations at Cisco Systems, a technology company that develops, manufacturers, and sells networking hardware, telecommunications equipment, and other technology services and products, from 2007 to 2011. Mr. Lopez is a certified public accountant.

 
Chief Financial Officer since: April 2018
Age: 59


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Scott D. Chaplin
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Mr. Chaplin has served as our Senior Vice President, Legal, Human Resources and Corporate Services since December 2017. Prior to this role, Mr. Chaplin served as the Senior Vice President, General Counsel and Secretary since February 2015. Mr. Chaplin served as Senior Vice President, General Counsel and Corporate Secretary of ATK, an aerospace manufacturer and defense industry company, from October 2012 through February 2015. Before joining ATK, he served as Senior Vice President, General Counsel and Corporate Secretary of Stanley, Inc., an information technology company, and before that as Vice President and General Counsel of BAE Systems Information Technology, which provides information technology consulting and systems engineering services to defense, security, and aerospace systems. From 1999 to 2004, he served as Vice President and General Counsel of DigitalNet, Inc., an information technology outsourcing company. He also worked as an adjunct professor of law at American University, Washington College of Law and as an attorney for Morgan, Lewis & Bockius LLP and Reed Smith LLP, both in Washington, D.C.
Senior Vice President, Legal, Human Resources and Corporate Services since: December 2017
Age: 52


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Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Introduction
This Compensation Discussion and Analysis explains how our MDCC made decisions related to the compensation of our executive officers, including our "named executive officers" for the fiscal year ended March 31, 2019 (referred to as fiscal year 2019). References to a “fiscal year” in this Compensation Discussion and Analysis section and in the Named Executive Officer Compensation Tables that follow refer to the fiscal year ended March 31 of that year.
Our "named executive officers" for fiscal year 2019 are:
•
Christopher T. Metz, Chief Executive Officer and Director
•
Miguel "Mick" Lopez, Senior Vice President and Chief Financial Officer from April 17, 2018
•
Scott D. Chaplin, Senior Vice President/Chief Legal, HR & Compliance Officer/Corporate Secretary
•
David Allen, Former President, Outdoor Products until July 27, 2018
•
Anneliese Rodrigues, Former Interim Principal Financial Officer from February 2, 2018 through April 16, 2018

Summary of Executive Compensation Program
The MDCC has designed the Vista executive compensation program to attract, motivate, and retain key talent, which is necessary to create long-term stockholder value. The MDCC reexamines the design of the program to evaluate its effectiveness and make any changes it determines necessary to better align it with our strategy and compensation philosophy. This year, the MDCC also solicited specific feedback from several of our stockholders to gain important insight and help the MDCC's efforts to align our compensation arrangements with the interests of our stockholders. As a result, significant elements of our executive officers' compensation have been tied to financial and operating performance and are intended to drive sustained long-term stockholder value. Long-term incentives are delivered in the form of performance shares, stock options and restricted stock units ("RSUs"). The structure of our executive compensation program is outlined below.

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Compensation Actions in FY 2019 and Response to 2018 Say on Pay Vote
At our 2018 annual meeting of stockholders, 49.6% of shares were voted in favor of the advisory proposal on our executive compensation. During fiscal year 2019, we increased our stockholder outreach efforts, and engaged stockholders owning over half of our outstanding shares. With support from Company management, the new Chair of the MDCC led these stockholder outreach efforts. The Company engaged with shareholders to collect and understand perspectives on the Company’s pay programs resulting in the challenging 2018 Say-on-Pay vote. Our stockholders expressed concerns with certain features of the sign-on compensation package for Mr. Metz, our new Chief Executive Officer, specifically his guaranteed bonus for the 2018 fiscal year, his guaranteed minimum annual incentive for the 2019 fiscal year, and his sign-on RSU grant, which vests based on the passage of time.


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The MDCC decided, following negotiations with Mr. Metz, to offer him a sign-on package that would incentivize him to join Vista Outdoor during a challenging time for our industry. The MDCC was concerned that not agreeing to these terms would result in Mr. Metz pursuing other opportunities that were available to him rather than joining Vista Outdoor. The MDCC does, however, understand the concerns of our stockholders with respect to this sign-on package, and did not provide similar annual incentive guarantees or sign-on equity to Mr. Lopez, our new Chief Financial Officer, when he joined the Company just six months later in April 2018. In addition, Mr. Metz's fiscal year 2019 guaranteed minimum annual incentive had no practical effect as the Company's financial achievement resulted in a bonus payout above such minimum. The MDCC will take this feedback from our stockholders into consideration during any future negotiations with executives.

Our stockholders also expressed a concern that a majority of our LTI awards for fiscal year 2019 (granted in fiscal year 2018) were not subject to performance conditions. The MDCC has considered this feedback, and made significant adjustments to the LTI awards for fiscal year 2020 (granted in fiscal year 2019 and reflected in the Summary Compensation Table and Grants of Plan-Based Awards Table as 2019 compensation) to weight the incentives more heavily towards performance-based awards. The charts below show the breakdown of long-term incentives for the 2019 fiscal year and the 2020 fiscal year.
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Of note for Mr. Metz, however, is that his LTI grant (at target) for fiscal year 2020 can only be made 55% in performance shares if our stockholders approve an amendment to our 2014 Stock Incentive Plan (Proposal 4 described within this proxy statement) to increase the plan's limitation on the number of performance shares that can be granted in any calendar year. Shares awardable at vesting of Mr. Metz's fiscal year 2020 performance share grants that exceed the plan's current limitation have been made conditional upon such stockholder approval.

Compensation Governance Best Practices
We strive to ensure that our executive compensation program encompasses best practices in the market and good governance. This reduces risk and increases the alignment between our executive compensation program and the interests of our stockholders. In establishing our executive compensation program, our MDCC has adopted policies and practices that


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reflect good governance and best practices in the market.
 
What We Do:
 
What We Don't Do:
ü
A double-trigger provision in our change-in-control severance plan.
X
No stock options are granted with an exercise price below market value on the date of grant.
ü
A stock holding requirement for executive officers.
X
No repricing of equity awards without stockholder approval.
ü
A significant portion of executive compensation is earned based on achieving pre-established performance goals.
X
No tax gross-ups paid on change-in-control benefits.
ü
Vista Outdoor's recoupment (clawback) policy applies to incentive awards held by executive officers if there is a material restatement of the Company's financial results.
X
No hedging or pledging of Vista Outdoor stock by our directors and officers, pursuant to our anti-hedging and anti-pledging policies.
ü
The MDCC retains a compensation consultant to provide independent, third-party advice on executive compensation.
X
No excessive perquisites are provided to our executives.
ü
We hold a “say-on-pay” advisory vote on executive compensation annually, in order to permit our stockholders to give immediate feedback on our compensation practices. In addition, after significant stockholder outreach as described in this proxy statement, we used stockholder feedback and translated it into material changes to our compensation programs for fiscal year 2020.
X


X
No front-loaded incentive awards, which would limit the MDCC’s ability to adjust future pay opportunities.

No excessive supplemental retirement benefits.
ü
Our peer group is evaluated annually, and adjusted as necessary, to ensure that it remains appropriate.
 
 
Fiscal Year 2019 Achievements
For fiscal year 2019, annual incentive awards for our named executive officers paid above target, reflecting the Company's achievements in delivering on our strategic business transformation plan. However, only a small portion (based on financial achievement, and adjusted for stock price declines, less than 5% of original target dollar values) of the performance shares tied to fiscal year 2017-2019 performance period vested as of March 31, 2019. Accordingly, the MDCC believes such performance share achievement supports the conclusion that the Company’s compensation program appropriately aligns long-term incentives to financial performance and creates accountability for the Company’s named executive officers.
Executive Compensation Philosophy
The overall objective of the Company's executive compensation program is the same as the goal for operating the Company: to create long-term stockholder value. The program is intended to provide a competitive compensation package to our executives in order to attract, motivate and retain a talented executive leadership group that is dedicated to the long-term interests of our stockholders. Our pay philosophy is to attract the most talented executives and vest them with authority to execute the board-approved strategic and annual plans.


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Executive compensation decisions are based on three fundamental principles:
Compensation Should be Performance-Based
Incentive compensation is designed to drive strong financial performance with the intent of creating long-term stockholder value. Executive compensation varies in relation to the Company's financial performance and stock price performance.
 
 
Compensation Should Align Executive and Stockholder Interests
Vista Outdoor will achieve the best results for its stockholders when its executives act and are rewarded as owners in the business.
A significant portion of our total executive pay opportunities comes through equity-based incentives: 62% of the total opportunity for our Chief Executive Officer role, and an average of 44% for our Chief Financial Officer and Senior Vice President, Legal, Human Resources and Corporate Services.
Executive officers, including the Chief Executive Officer, are required to retain at least 50% of the net shares (remaining after taxes are withheld) received as compensation and to hold such shares until the executive leaves the Company.
 
 
Compensation Should Attract and Retain Quality Talent
Vista Outdoor must offer a competitive total compensation package to our executives in order to attract and retain a talented executive leadership group. To ensure that we remain competitive and promote executive retention, Vista Outdoor regularly reviews competitive market information for both direct and indirect compensation.
Total direct compensation (base salary, annual incentive, long-term incentive) is benchmarked against a company specific peer group of close business competitors of comparable size. We also consider reported information from leading compensation surveys when assessing the competitiveness of our executive pay opportunities.
Indirect compensation programs (benefits) are evaluated separately from direct compensation through the Company's regular benefits review and benchmarking process.
2018 Say-on-Pay Vote and Stockholder Outreach
At the Company's 2018 annual meeting of stockholders, the Company submitted its executive compensation program to an advisory stockholder vote. By a very narrow margin, our stockholders did not approve the Company's fiscal year 2018 executive compensation policies and programs, with 49.6% of shares voted in favor of the proposal. This was a significant decrease from just the year before, where 97.1% of shares were voted in favor of the Company’s executive compensation program.
Following the 2018 annual meeting of stockholders, the MDCC re-examined the Company's executive compensation program and engaged in significant stockholder outreach in order to determine the reasons for the low approval level, even though the philosophy and design of the executive compensation program had remained relatively consistent since Vista Outdoor’s creation in 2015. The MDCC was disappointed by the outcome of the 2018 Say-On-Pay Vote, and has taken the feedback received by our stockholders into account when making compensation decisions for fiscal year 2020. A summary of our stockholder outreach efforts, feedback received, and actions taken are outlined below.
Outreach Efforts
We reached out to stockholders owning over half of our outstanding shares
ð
Stockholder engagement meetings were led by the MDCC Chair, with support from management
ð
Feedback received from stockholders during engagement was shared with the full MDCC and considered in making compensation decisions for fiscal year 2020

Feedback Received and Actions Taken

We received generally favorable feedback from our stockholders on the overall structure of our executive compensation program, but many stockholders expressed concern with respect to our Chief Executive Officer’s sign-on package and changes to the balance of long-term incentive awards. Specific feedback received from our stockholders, and actions we have taken to address this feedback, is summarized below.


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Feedback from Stockholders
Our Explanation/Actions Taken
In connection with his hiring, our Chief Executive Officer received a guaranteed bonus for the 2018 fiscal year, the year he was hired, and a guaranteed minimum annual incentive for the 2019 fiscal year
We hired Christopher T. Metz as our Chief Execuctive Officer in October 2017, following the retirement of Mark DeYoung, our prior Chief Executive Officer, and the appointment of our then Lead Independent Director, Michael Callahan, as interim Chairman and Chief Executive Officer. Mr. Metz had over 25 years of experience leading consumer and industrial-based global businesses.

In order to incentivize Mr. Metz to join Vista Outdoor during a challenging time for the industry, the MDCC agreed to provide him with a payment equal to his target bonus: $1 million. This was split into two parts: a guaranteed $500,000 bonus for the 2018 fiscal year; and a guaranteed minimum annual incentive of $500,000 with respect to the 2019 fiscal year.

FY 2018 Portion: Mr. Metz was hired approximately halfway through the 2018 fiscal year and the $500,000 guaranteed bonus amount represents 50% of his target bonus for a full year.

FY 2019 Portion: The $500,000 minimum annual incentive for the 2019 fiscal year is the equivalent of the amount Mr. Metz would be entitled to receive if the threshold performance level was achieved for the 2019 fiscal year. Any achievement above such minimum annual incentive amount would be tied to the Company’s actual financial performance for fiscal year 2019. Our actual performance for the 2019 fiscal year was greater than the threshold level, so Mr. Metz’s annual bonus was greater than the guaranteed minimum amount. Therefore, the minimum, guaranteed annual incentive for fiscal year 2019 did not increase the actual bonus Mr. Metz received for the fiscal year.

The MDCC does not generally provide guaranteed bonuses or minimum bonuses to executive officers. However, the MDCC determined that securing Mr. Metz’s experienced and talented leadership was of critical importance to the Company and its stockholders, and agreed to the arrangement. The MDCC determined that there was a significant risk that Mr. Metz would pursue another opportunity and not accept the Chief Executive Officer position without the security of this bonus amount covering the initial 12 months of his employment with Vista, and split into two pieces across two fiscal years because Mr. Metz was brought on in the middle of fiscal year 2018. The MDCC also determined that the payment of the bonus in both the 2018 and 2019 fiscal years was necessary to retain Mr. Metz given the anticipated timing of the implementation of strategic and operational improvements, which implementation may have adversely impacted the earned annual incentive amount in these years despite the achievements of Mr. Metz during this period.

In addition, the MDCC felt it appropriate to tie the payment guarantees to the annual incentive plan versus providing a separate sign-on bonus, which Mr. Metz could have reasonably requested. While this eroded the performance-based nature of the annual incentive, for fiscal year 2018 when the guarantee was applicable to the actual payout, it enabled the company to secure Mr. Metz’s employment without incremental additional cost.

This decision was made by the MDCC during the 2018 fiscal year, even though it had an effect on compensation during the 2019 fiscal year.

The MDCC has listened to stockholders with respect to this issue, and understands the concerns with this type of arrangement. No such guarantee or minimum was provided to Mr. Lopez when he was hired as our Chief Financial Officer in April 2018.


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Feedback from Stockholders
Our Explanation/Actions Taken
Our Chief Executive Officer’s sign-on equity award was not performance based
Mr. Metz was granted an award of time-based RSUs when he was hired in October 2017. The MDCC determined that time-based awards would best align his interests with the interests of our stockholders, by giving him a direct stake in the Company, while also retaining him over the three-year vesting period. This grant of equity-based awards to Mr. Metz was considered necessary to persuade Mr. Metz to accept the Chief Executive Officer position.

Stockholders expressed their concern that the sign-on grant, was not subject to any performance conditions. At the time the grant was negotiated, the MDCC determined that it was vital to secure Mr. Metz as Chief Executive Officer, and, given the strategic and operational improvements contemplated, it was unclear what performance metrics or level of specificity would be appropriate or agreed to by Mr. Metz.

The MDCC has listened to stockholders with respect to their concerns relating to this award, and will consider in the future whether sign-on grants for executives should vest based on the achievement of performance factors.
Majority of awards to other NEOs not performance-based
The MDCC adjusted the allocation equity awards for our long-term incentive program in fiscal year 2019 to 30% performance shares, 30% time-based RSUs, and 40% stock options. Previously, performance shares made up a larger portion of our long-term incentive awards. The MDCC made this change with respect to fiscal year 2019 due to a concern about retaining executives during a challenging time for the Company and the industry. The MDCC determined that a larger focus on time-based awards for the 2019 fiscal year would help to both retain the named executive officers and provide meaningful incentives for them to implement strategic and operational improvements, which would benefit the Company and its stockholders in the long term.

After considering the feedback we received from our stockholders on this issue, the MDCC re-balanced the long-term incentive program for fiscal year 2020 such that 55% of long-term incentives have been granted in the form of performance shares, 30% as time-based RSUs, and 15% as stock options. The MDCC believes that this emphasis on performance shares better aligns the interests of our executives with the long-term interests of our stockholders. The new long-term incentives are reflected in the Summary Compensation Table and the Grant of Plan-Based Awards Table as 2019 compensation.

We value the feedback of our stockholders with respect to our executive compensation program, as well as other governance issues. Our stockholder feedback during the 2019 fiscal year was productive, and, as a result we made several changes to the structure of our long-term compensation program to balance compensation towards performance-based awards rather than time-based awards. We will continue to engage with our stockholders with respect to executive compensation and other issues.
Determination of Compensation
The MDCC consists entirely of independent directors and is responsible for setting the Company's compensation policies and approving the compensation paid to executive officers. The MDCC considers the advice and recommendations of members of our executive team in making its determinations regarding executive compensation. All compensation decisions, however, are made by the MDCC in its sole discretion.
To assist the MDCC, the MDCC has engaged Semler Brossy Consulting Group, LLC ("Semler Brossy") as its compensation consultant. On an annual basis, the MDCC evaluates any potential conflict of interest of Semler Brossy after an examination of the following six factors: (i) the provision of other services to us by Semler Brossy; (ii) the amount of fees received from us by Semler Brossy, as a percentage of the total revenue of Semler Brossy; (iii) the policies and procedures of Semler Brossy that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the Semler Brossy consultant with a member of the Compensation Committee; (v) any of our stock owned by the Semler Brossy consultants; and (vi) any business or personal relationship of the Semler Brossy consultant or Semler Brossy with any of our executive officers. The MDCC has concluded that no conflict of interest exists with respect to its engagement of Semler Brossy.


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The MDCC is currently undertaking a competitive Request for Proposal process for a new compensation consultant. The MDCC believes that a new compensation consultant, will among other things, bolster the MDCC's ongoing stockholder outreach efforts.
Before the MDCC approves compensation for the Company's named executive officers for a fiscal year, it reviews the Company's executive compensation program to (1) assess ongoing market competitiveness and (2) consider both Company and individual performance. The MDCC relies on the Chief Executive Officer to provide evaluations of the performance of our executives, and the MDCC evaluates the performance of our Chief Executive Officer.
The Company uses a company specific peer group of close business competitors of comparable size (referred to as the Compensation Peer Group) to benchmark executive compensation for officers in similar positions at comparable companies. In 2018, the Company updated its Compensation Peer Group. The resultant Compensation Peer Group for fiscal year 2019 was made up of 22 consumer products companies of comparable size and business focus. Key characteristics of the Compensation Peer Group include:
•
Multiple Product Spaces – product lines catering to a wide variety of end-consumers.
•
Portfolio of Brands – active management of multiple brands.
•
Manufacturing Component – clear in-house manufacturing capabilities and the associated management tasks.

The Compensation Peer Group used to inform compensation practices and levels executive officer compensation for fiscal year 2019 consisted of the following 22 companies:
American Outdoor Brands Corporation
Hasbro, Inc.
B&G Foods, Inc.
Helen of Troy Ltd.
Brunswick Corp.
J&J Snack Foods Corp.
Callaway Golf Co.
Mattel, Inc.
Central Garden & Pet Co.
Pinnacle Foods, Inc.
Church & Dwight Co., Inc.
Polaris Industries Inc.
Columbia Sportswear Co.
PVH Corp.
Edgewell Personal Care Co.
Revlon, Inc.
Garmin Ltd.
Spectrum Brands Holdings, Inc.
G-III Apparel Group Ltd.
Tupperware Brands Corp.
Hanesbrands, Inc.
Under Armour, Inc.

For fiscal year 2020, the MDCC significantly reshaped our Compensation Peer Group to reflect our current size, including the impact of our recent Eyewear business divestiture, as well as to provide greater alignment with leisure and outdoor brands. As a result, nine companies were removed from the Compensation Peer Group, while six new companies were added for fiscal year 2020, as follows:

Removed
Added
B&G Foods, Inc.
Acushnet Holdings Corp.
Central Garden & Pet Co.
Crocs, Inc.
Church & Dwight Co., Inc.
Deckers Outdoor Corp.
Edgewell Personal Care Co.
Johnson Outdoors Inc.
Hanesbrands, Inc.
Oxford Industries, Inc.
J&J Snack Foods Corp.
Wolverine World Wide, Inc.
Pinnacle Foods (acquired)
 
PVH Corp.
 
Revlon Inc.
 





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The resultant peer group for fiscal year 2020 consists of the following 19 companies:

Acushnet Holdings Corp.
Helen of Troy Ltd.
American Outdoor Brands Corporation
Johnson Outdoors Inc.
Brunswick Corp.
Mattel, Inc.
Callaway Golf Co.
Oxford Industries, Inc.
Columbia Sportswear Co.
Polaris Industries Inc.
Crocs, Inc.
Spectrum Brands Holdings, Inc.
Deckers Outdoor Corp.
Tupperware Brands Corp.
Garmin Ltd.
Under Armour, Inc.
G-III Apparel Group Ltd.
Wolverine World Wide, Inc.
Hasbro, Inc.
 

The 19 companies comprising the fiscal year 2020 Compensation Peer Group have a median revenue of approximately $2.2 billion, compared to the median revenue of the fiscal year 2019 Compensation Peer Group of approximately $3 billion. Despite this material change in the Compensation Peer Group, the MDCC believes that the total median pay opportunity for our Chief Executive Officer, and other officers for whom we leverage proxy pay data, remains within the competitive range compared to the new Compensation Peer Group.
    
In addition to the Compensation Peer Group, the MDCC also considers reported pay data from leading compensation surveys, including the most current Towers Watson CDB Executive Compensation Survey and Aon Hewitt TCM Survey.
The MDCC reviewed multiple market reference points for each executive officer as a guide to establish a targeted level of total direct compensation (base salary, annual incentives, and long-term incentives) for each executive officer position. The Chief Executive Officer then made recommendations to the MDCC on the pay levels for officers (other than himself) based on the Chief Executive Officer's assessment of the officer's performance. The MDCC considered similar data for Mr. Metz.
While recognizing that the pay for each of our executive officers is within the competitive range of the Compensation Peer Group and survey data used for fiscal year 2020, the MDCC considered whether to increase, hold flat or reduce executive officer pay to reflect the Company’s current business environment. After careful consideration, and recognition of the need to retain our executive officers to deliver on our strategic business transformation and divestiture plan, the MDCC determined that it would hold executive pay levels flat for fiscal year 2020, other than for Mr. Chaplin, who received a 3% merit increase to reflect the substantial additional duties he assumed (including the Communications and Governmental Relations functions) during fiscal year 2019.
The MDCC will continue to evaluate the Compensation Peer Group to ensure comparability and may make changes to the Compensation Peer Group for purposes of evaluating the competitiveness of the Company's executive compensation program for future periods. The MDCC retains discretion to make adjustments such that the compensation of individual executive officers may be above or below the market references. The level of compensation for the Company's Chief Executive Officer is determined solely by the MDCC, with information and support from its compensation consultant.


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Elements of the Company's Executive Compensation Program
The primary elements of the Company's executive compensation program are:
Compensation Element
Fundamental Principle Served
Objective
Competitive Positioning
Base salary
Designed to attract and retain quality talent
To provide a fixed level of cash compensation for sustained individual performance, based on level of responsibility, performance, and experience
Targeted at or around the 50th percentile of the market data described above
Annual incentive
Performance based/aligned with stockholder interests
To focus attention on and reward executives for their contributions to the Company's annual financial and operational performance
Opportunities are targeted at or around the 50th percentile of the market data described above
Long-term compensation
Performance based/aligned with stockholder interests
To align management's interests with those of the Company's stockholders through the use of stock incentive programs that help drive stockholder value over time and support retention of our executives
Award values are targeted at or around the 50th percentile of the market data described above
Benefits
Designed to attract and retain quality talent
To provide a competitive total compensation program and support the retention of key executive talent
In line with peers and general market
Perquisites
Designed to attract and retain quality talent
Minimal benefits, with careful consideration to only those where perceived benefit by the executive is greater than the cost to the Company
In line with peers
The various elements afford flexibility in designing an executive compensation package and allow the MDCC to focus executive officers' efforts on both short-term and long-term business objectives. Prior to the beginning of each fiscal year, the MDCC meets at a regularly scheduled meeting to establish base salary and annual and long-term incentive compensation levels for the Company's executive officers for the following fiscal year. The MDCC approves all grants of equity awards to named executive officers, and Vista Outdoor does not backdate, reprice or grant equity awards retroactively.
Compensation for Fiscal Year 2019
Base Salaries
The MDCC conducted its review of our executive officers' base salaries at the MDCC's February and March 2018 meetings and approved the fiscal year 2019 base salaries for each named executive officer listed in the table that follows. These increases were determined necessary to remain competitive with the market. Each named executive officer's base salary for fiscal year 2019 is set forth below:
Name
 
Base Salary for FY19
 
 
Percentage Increase
Christopher T. Metz
 
$
1,000,000
 
 
—

%
Miguel A. Lopez
 
$
515,000
 
 
—

%
Scott D. Chaplin
 
$
486,428
 
 
2.0

%
David D. Allen
 
$
440,000
 
 
—

%
Anneliese Rodrigues
 
$
218,000
 
 
3.8

%
Mr. Metz agreed to forgo a salary increase for fiscal year 2019. Mr. Lopez's base salary was determined by the MDCC when he was hired on April 16, 2018. The base salary for Ms. Rodrigues is determined by the MDCC based upon input from the Chief Executive Officer's annual performance review of Ms. Rodrigues.
Annual Incentive Compensation for Fiscal Year 2019


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Annual incentive compensation is typically paid under the Company's Executive Officer Incentive Plan, a cash-based pay-for-performance plan. In prior fiscal years, the MDCC determined that earnings before interest and taxes ("EBIT"), sales and free cash flow were the appropriate measures to drive annual Company financial performance. For fiscal years 2019 and 2020, the MDCC removed the sales metric given the current challenges of forecasting sales as a result of the Company’s business environment and industry volatility. An emphasis on EBIT also aligns with the Company’s focus on profitability as its named executive officers execute on the Company’s strategic transformation and divestiture plan. However, as a part of the MDCC’s annual review for the annual incentive plan design, the MDCC will consider reintroducing the sales or other metrics in the future. EBIT is defined in accordance with Generally Accepted Accounting Principles ("GAAP") and free cash flow is defined as cash provided from operations less capital expenditures. The performance goals were weighted 70% on the Company’s EBIT, 30% on the Company’s free cash flow. The target level of performance established for each performance goal was based on the Company's financial performance expectations for fiscal year 2019. The target levels of performance were considered by the MDCC and management to be challenging but achievable when set.
In May 2019, the MDCC evaluated the Company's results on each of the performance goals for the fiscal year ended March 31, 2019 and determined that the Company's financial performance achieved above target for EBIT and for free cash flow, resulting in an overall achievement of 161.5% of target for the executive officers who had a maximum payout opportunity of 250% for fiscal year 2019 (other than Ms. Rodrigues who as Vice President had a maximum payout opportunity of 150% and an overall achievement of 120.5%). The overall results were as follows:
Corporate (amounts in millions)
Goals
($ in Millions)
Threshold
Performance
Goal
 
Target
Performance
Goal
 
Maximum
Performance
Goal
 
Adjusted
AIP Achievement
EBIT
$60.0
 
$71.0
 
$78.0
 
$72.12
Cash Flow*
$60.0
 
$70.0
 
$77.0
 
$113.96
*Cash flow was defined to be cash provided from operations less capital expenditures
The adjusted annual incentive plan achievement above includes the same adjustment factors applied to the Company’s reported results for purposes of disclosing the Company’s non-GAAP EBIT and Free Cash Flow for fiscal year 2019, as well as the following adjustments approved by the MDCC for purposes of calculating achievement levels under the fiscal year 2019 annual incentive plan: (i) the exclusion of an accounting benefit resulting from placing the Savage business in a held for sale status under GAAP in fiscal year 2019; (ii) an adjustment related to expected EBIT and Cash Flow from the Company’s Eyewear business, which were included in the performance targets set forth above prior to the sale of that business during fiscal year 2019; (iii) an adjustment related to reserves for certain non-ordinary course litigation matters; and (iv) an adjustment related to certain foreign currency losses.
The following table sets forth the threshold, target and maximum annual incentive compensation amounts established by the MDCC, and the actual cash incentive paid for fiscal year 2019 performance to each of the named executive officers:
 
FY2019 Annual Cash Incentive Amounts
Actual
 
Threshold
Target
Maximum
Incentive Paid
Christopher T. Metz
$
500,000

 
 
$
1,000,000

 
 
$
2,500,000

 
 
$
1,615,000

 
 
Miguel A. Lopez
$
185,188

 
 
$
370,376

 
 
$
925,940

 
 
$
598,156

 
 
Scott D. Chaplin
$
158,090

 
 
$
316,179

 
 
$
790,448

 
 
$
510,628

 
 
David D. Allen
$
143,000

 
 
$
286,000

 
 
$
715,000

 
 
$
—

 
 
Anneliese Rodrigues
$
22,578

 
 
$
45,155

 
 
$
67,733

 
 
$
54,410

 
 



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Actual amounts paid were interpolated on a straight-line basis between the target and maximum. The annual incentive payments described above for Mr. Lopez and Ms. Rodrigues were pro-rated, based on the number of days the executive was employed during the fiscal year. While the MDCC retains discretion to decrease annual incentive payments by 25%, the MDCC did not exercise this downward discretion as the named executive officers achieved their strategic objectives. Accordingly, annual incentive payments for the named executive officers were paid at financial achievement levels for fiscal year 2019. Mr. Allen forfeited his annual cash incentive payout upon departure from the Company.
Long-Term Incentive Compensation for Fiscal Year 2019
The MDCC determines the framework and goals for the Company's LTI compensation program. When considering the LTI program design for fiscal years 2019-2021, the MDCC reviewed the current construct of compensation being delivered through LTI awards.

The key elements and objectives of the fiscal year 2019 LTI program for the Company's executive officers are shown below. The LTI awards described in the table below (performance shares, RSUs and stock options) intended to compensate for fiscal year 2019 (or, with respect to performance shares, for the three-year performance period beginning in fiscal year 2019) were approved and granted by the MDCC in the final month of fiscal year 2018 and thus appear in the Summary Compensation table as 2018 compensation. The 2019 LTI awards are not included in the Grants of Plan-Based Awards table provided in this proxy statement, but are included in the Grants of Plan-Based Awards table in the proxy statement filed on June 18, 2018.
Type of Award
Value
(% of Total Opportunity)
Objectives
Key Terms
Performance Shares (if earned, to be paid out in shares of Vista Outdoor common stock)*
30%
Balancing earnings growth as well as market returns
Measured over a three-year period: (1) cumulative three-year EBIT target, with payment assessed at the end of the three-year performance sales performance averaged over three consecutive annual periods (70% weighting); and (2) relative total stockholder return: three-year return compared to the S&P Midcap 400 Index (excluding companies in the Financial sector) (30% weighting)
RSUs*
30%
Retention, with underlying value driven by stock-price performance
Equal annual installments, vesting over a three-year period
Stock Options
40%
Long-term stock price appreciation
Exercise price equal to fair market value of Vista Outdoor stock on the date of grant; equal annual installment vesting over a three-year period; 10-year term
* The value of performance shares and RSU grants are determined using the closing sale price of Vista Outdoor common stock on the grant date of the award. The value of stock option grants is determined using the Black-Scholes option pricing model on the grant date of the award.

The MDCC annually reviews its approach to long-term incentive compensation for the named executive officers and is committed to ensuring that long-term incentive awards appropriately balance pay-for-performance alignment alongside internal and external business realities. The MDCC approved the revised mix of long-term incentive compensation described above for fiscal year 2019 LTI grants (which had been 50% performance shares, 30% RSUs, and 20% stock options for our fiscal year 2018 LTI grants) to address the challenges of the Company's industry environment and to provide meaningful incentives for the named executive officers to drive the growth of the business.

As discussed above, the MDCC adjusted this mix for fiscal year 2020 grants such that 55% of the fiscal year 2020 LTI grants were made as performance shares, 30% as RSUs, and 15% as stock options. Mr. Metz’s long-term incentive compensation (at target) for fiscal year 2020 will be significantly less than the 55% performance shares unless our stockholders approve the proposed amendment to our 2014 Stock Incentive Plan (Proposal 4 described within this proxy statement) to increase the limitation on the number of performance shares that can be granted to an individual in any calendar year. Performance shares granted to Mr. Metz for fiscal year 2020 in excess of the plan's current limitation (125,000 shares) are subject to stockholder approval of Proposal 4.

As noted above, for the fiscal year 2019-2021 performance period, two metrics were selected to drive the Company's goals of providing a strong balance between (a) growth and returns, (b) financial performance and market performance, and (c) absolute performance and relative performance. These metrics are EBIT and relative total stockholder return (rTSR), and are described in more detail below:


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Component
Weight
Metric
EBIT
70%
Cumulative three-year EBIT target, with payment assessed at the end of the three-year performance period. Defined by generally accepted accounting principles. Linear payout scaled from Threshold to Target and from Target to Maximum. The payouts determined as follows:
 
% of Target Payout
Threshold
 50%
Target
100%
Maximum
200%
 
 
 
Component
Weight
Metric
rTSR
30%
rTSR will be calculated over the three-year performance period and compared to the S&P Midcap 400 Index (excluding companies in the financial sector). The average of the closing stock prices on the 30 trading days prior to the start and prior to the end of the three-year performance period will be used in the calculation. Vista Outdoor's results will be compared to the S&P Midcap 400 Index (excluding companies in the financial sector) to determine the payout as follows:
 
Percentile Achievement
% of Target Payout
Threshold
25th
50%
Target
50th
100%
Maximum
75th
200%


The MDCC’s decision to leverage EBIT as the primary metric in both our annual and LTI programs is intended to closely align with the Company’s current strategy under which driving near and long-term profitability is critical. As the Company’s business and industry stabilize, the MDCC has stated its intention to consider the inclusion of additional metrics in its annual incentive and LTI plans and will do so during its normal annual review process for plan design related to the plans. However, the MDCC believes that EBIT under both the annual incentive and LTI plans best aligns with the Company’s current focus on profitability and that the free cash flow metric in the annual incentive plan and the rTSR metric in the LTI plan provide appropriate balance to the EBIT metric in each plan.

For all measures, no payout will be made if performance falls short of threshold, and the actual amounts payable will be interpolated on a straight-line basis between the threshold and target or between the target and maximum, as applicable. The target levels of performance are considered by the MDCC and management to be challenging but achievable.

When setting the goals, the MDCC also specified that in determining and calculating the performance results at the end of the performance period, adjustments may, in the MDCC's sole discretion, be made to eliminate the negative or positive effects of:
    
•
charges for extraordinary items and other unusual or non-recurring items of loss or gain;
•
asset impairments;
•
litigation or claim judgments or settlements;
•
changes in the Internal Revenue Code or statutory tax rates;
•
changes in accounting principles (including the impact of any changes in accounting policies);
•
changes in other laws or regulations affecting reported results;
•
charges relating to restructurings, discontinued operations, severance and contract termination and other costs incurred in rationalizing certain business activities;
•
gains or losses from the acquisition or disposition of businesses or assets (but only with respect to transaction and transition/integration costs arising from any acquisition or disposition of businesses or assets) or from the early extinguishment of debt; and
•
foreign currency exchange gains or losses.
    
Actual performance will be measured following the end of the performance period. The MDCC retains the discretion to adjust incentive payment amounts downward after the adjustments have been calculated.

In March 2018, the MDCC approved the amount of each executive officer's LTI award opportunity based on the MDCC's review and assessment of the market competitiveness of the officers' target level of total direct compensation, including long-


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term incentive compensation. The amounts of the awards granted to each named executive officer were shown in the Grants of Plan-Based Awards table in the proxy statement filed on June 18, 2018.

Payout of Fiscal Year 2017-2019 Performance Shares
In March 2016, performance shares were granted to Mr. Chaplin, Mr. Allen, and Ms. Rodrigues and other key employees of the Company. The awards had a performance period from April 1, 2017 through March 31, 2019 and were contingent on the Company achieving the following performance goals:
Component
Weight
Metric
Return on Invested Capital (ROIC)
30%
ROIC was calculated as the Company's average ROIC over the three-year performance period to determine the payout as follows:
 
ROIC
% of Target Payout
Threshold
8.3%
50%
Target
9.8%
100%
Maximum
11.3%
200%
 
 
 
 
 
 
 
Relative Total Stockholder Return (rTSR)
35%
rTSR was calculated over the three-year performance period and compared to the S&P Midcap 400 Index (excluding companies in the financial sector). The average of the closing stock prices on the 30 trading days prior to the start and prior to the end of the three-year performance period was used in the calculation. Vista Outdoor's results were compared to the S&P Midcap 400 Index (excluding companies in the financial sector) to determine the payout as follows:
 
Percentile Achievement
% of Target Payout
Threshold
25th
50%
Target
50th
100%
Maximum
75th
200%
 
 
 
 
 
 
 
Revenue Growth
($ in million)
35%
Annual revenue growth goals were set for each year of the three-year cycle. The three annual payout percentages were then averaged to determine the final payout for this component as follows:
 
FY17 Revenue Growth
FY18 Revenue Growth
FY19 Revenue Growth
% of Target Payout
Threshold
$2,600
$2,178
$2,012
50%
Target
$2,735
$2,420
$2,235
100%
Maximum
$2,875
$2,662
$2,459
200%


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 In May 2019, the MDCC determined the following with respect to the achievements of the performance metrics:
Fiscal Year 2017-2019 Results
 
Revenue Growth
FY17 Achievement
0%
FY18 Achievement
77%
FY19 Achievement
83%
Overall Achievement
53%
Payout
18.7%
rTSR
Percentile Rank
0%
Percentile (Threshold)
25th
Payout
0%
ROIC
Calculated ROIC
4.0%
ROIC (Threshold)
8.3%
Payout
0%
Based on the Company’s performance results, the MDCC determined that the following Fiscal Year 2017-2019 performance shares had been earned at 18.7% of target and approved the following share payout amounts:
Fiscal Year 2017-2019 Performance Shares
Executive
April 1, 2019
Total
Shares
Granted
Overall Payout
Proration
Payout Shares
Scott D. Chaplin
5,333
18.7%
—
997
Anneliese Rodrigues
417
18.7%
0.8639
67
Ms. Rodrigues' performance share payout was pro-rated based on the number of days she was employed with Vista Outdoor through the three-year performance period. Mr. Allen forfeited all of his performance shares upon departure from the Company.
Fiscal Year 2019 Compensation Decisions - Ms. Rodrigues
Ms. Rodrigues served as interim Principal Financial Officer from February 2, 2018 until April 16, 2018, and served in her role as Vice President, Financial Planning and Analysis until her departure from Vista Outdoor on November 2, 2018. Ms. Rodrigues received an annual base salary of $210,000 until her base salary was increased to $218,000 (a 3.8% increase) based on her performance review which was approved by the Chief Executive Officer effective June 2018. Ms. Rodrigues' LTI awards were similar in mix to other Vice Presidents, specifically 70% RSUs and 30% stock options. Her target annual cash incentive compensation was 35% of her base salary and her annual LTI award target was 35% of her base salary.



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Fiscal Year 2020 Compensation Decisions
The following is a discussion of the fiscal year 2020 compensation decisions of the MDCC with respect to the named executive officers at the end of the 2019 fiscal year.
Base Salaries
The MDCC conducted its review of our executive officers' base salaries at the MDCC's February and March 2019 meetings. The MDCC considered whether to increase, hold flat or reduce executive officer pay to reflect the Company’s current business environment. After careful consideration, and recognition of the need to retain our executive officers to deliver on our strategic business transformation and divestiture plan, the MDCC determined that it would hold executive pay levels flat for fiscal year 2020, other than for Mr. Chaplin who received a merit increase to reflect the substantial additional duties he assumed, including the Communications and Government Relations functions, during fiscal year 2019. The table below reflects the base salaries for each named executive officer for fiscal year 2020, which remain unchanged from 2019 except for Mr. Chaplin.
Name
 
Base Salary for FY20
 
Percentage Increase
Christopher T. Metz
 
$
1,000,000

 
 
—

%
Miguel A. Lopez
 
$
515,000

 
 
—

%
Scott D. Chaplin
 
$
501,021

 
 
3.0

%
Annual Incentive Compensation
The goal-setting process for the Company's annual incentive compensation program begins with the Chief Executive Officer working with the MDCC to establish performance measures that will provide the appropriate incentives to management for achieving the Company's annual financial goals. The Chief Executive Officer then works with management to design internal strategic business plans to achieve the annual financial goals. The annual financial goals and strategic business plans are then presented to Vista Outdoor's Board of Directors for discussion and approval. The MDCC considers the strategic business plans as presented to the Board of Directors when approving the performance goals for executive officer annual incentive compensation.
In May 2019, the MDCC established the performance goals for the annual incentive compensation program for the fiscal year ending March 31, 2020 under the Company's Executive Officer Incentive Plan. The MDCC determined that Company EBIT and free cash flow are the appropriate measures for fiscal year 2020, consistent with the ongoing strategic reset and the organization's near-term performance focus. Company free cash flow is defined as cash provided from operations less capital expenditures.
For named executive officers the performance goals are weighted 70% on the Company's EBIT and 30% on the Company's free cash flow.
The target level of performance established for each performance goal is based on the Company's financial performance expectations for fiscal year 2020. The target levels of performance are considered by the MDCC and management to be challenging but achievable when set. Vista Outdoor is not providing any guidance, nor updating any prior guidance of its future performance, by reference to these targets.
When setting the performance goals, the MDCC also specified that, in determining and calculating the performance results at the end of the fiscal year, adjustments could, in the MDCC's sole discretion, be made (in accordance with the provisions of the Executive Officer Incentive Plan) to eliminate the negative or positive effects of:
•
charges for extraordinary items and other unusual or non-recurring items of loss or gain;
•
asset impairments;
•
litigation or claim judgments or settlements;
•
changes in the Internal Revenue Code or tax rates;
•
changes in accounting principles (including the impact of any changes in accounting policies);
•
changes in other laws, regulations or other principles affecting reported results;
•
charges relating to restructurings, discontinued operations, severance and contract termination and other costs incurred in rationalizing certain business activities;


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•
gains or losses from the acquisition or disposition of businesses or assets (including the operating results and related transaction costs of any acquisition or disposition of businesses or assets) or from the early extinguishment of debt; and
•
foreign currency exchange gains or losses.
Actual performance will be measured following the end of the performance period. The MDCC retains the discretion to adjust incentive payment amounts downward after the adjustments have been calculated.
As part of the annual review of individual executive officer compensation levels, the MDCC reviewed and established the annual incentive payment opportunity (expressed as a percentage of base salary) for target performance for each executive officer. The target percentage amount for each executive officer was set to be near the market median for the respective officers in similar positions within the applicable benchmarking information. Seventy-five percent (75%) of the incentive payout is fixed and twenty-five percent (25%) is dependent on individual performance. No payment will be earned for a performance goal unless performance meets a threshold level. The percentages for each named executive officers are as follows, which remain unchanged from fiscal year 2019 to 2020:
Name
Annual Cash Incentive Targets (as % of base salary)
 
Target
Christopher T. Metz
100%
Miguel A. Lopez
75%
Scott D. Chaplin
65%

For fiscal year 2020, the MDCC reduced the payout level for our named executive officers at maximum achievement from 250% to 200% under our annual incentive plan to align with competitive levels and to keep the overall plan pool reasonable.

Long-Term Incentive Compensation
The Company's Board of Directors has adopted the Vista Outdoor 2014 Stock Incentive Plan for the benefit of certain of our employees, consultants and directors. We make all equity-based grants pursuant to the Vista Outdoor 2014 Stock Incentive Plan. The MDCC determines the framework and goals for the Company's long-term incentive compensation program.
The key elements and objectives of the LTI for the Company's executive officers are shown below. The equity awards described in the table below (performance shares, RSUs and stock options) intended to compensate for fiscal year 2020 (or, with respect to performance shares, for the three-year performance period beginning in fiscal year 2020) were approved and granted by the MDCC in the final month of fiscal year 2019 and thus appear in the Summary Compensation and Grants of Plan-Based Awards tables that are included in this proxy statement.


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Fiscal Year 2020-2022 Long-Term Incentive Compensation Program
Type of Award
Value (% of Total Opportunity)
Objectives
Key Terms
Performance Shares (if earned, to be paid out in shares of Vista Outdoor common stock)*
55%
Balancing earnings growth as well as market returns
Measured over a three-year period: (1) cumulative three-year EBIT target, with payment assessed at the end of the three-year performance sales performance averaged over three consecutive annual periods (70% weighting); and (2) relative total stockholder return: three-year return compared to the S&P Midcap 400 Index (excluding companies in the Financial sector) (30% weighting)
RSUs*
30%
Retention, with underlying value driven by stock-price performance
Equal annual installment vesting over a three-year period
Stock Options
15%
Long-term stock price appreciation
Exercise price equal to fair market value of Vista Outdoor stock on the date of grant; equal annual installment vesting over a three-year period; 10-year term
* The value of performance shares and RSU grants are determined using the closing sale price of Vista Outdoor common stock on the grant date of the award. The value of stock option grants is determined using the Black-Scholes option pricing model on the grant date of the award.
The MDCC annually reviews its approach to long-term incentive compensation for the named executive officers and is committed to ensuring that long-term incentive awards appropriately balance pay-for-performance alignment alongside internal and external business realities. The MDCC approved the revised mix of long-term incentive compensation described above for fiscal year 2020 grants (previously 30% performance shares, 30% RSUs, and 40% stock options for FY 2019 grants) to provide meaningful incentives for the named executive officers to drive the growth of the business and, following feedback received from our stockholders, to more closely align compensation of the named executive officers with performance.
As noted above, for the fiscal year 2020-2022 performance period, two metrics were selected to drive the Company's goals of providing a strong balance between (a) growth and returns, (b) financial performance and market performance, and (c) absolute performance and relative performance. These metrics are EBIT and relative total stockholder return (rTSR), and are described in more detail below:
Component
Weight
Metric
EBIT
70%
Cumulative three-year EBIT target, with payment assessed at the end of the three-year performance period. Defined by generally accepted accounting principles. Linear payout scaled from Threshold to Target and from Target to Maximum. The payouts determined as follows:
 
% of Target Payout
Threshold
50%
Target
100%
Maximum
200%
Component
Weight
Metric
rTSR
30%
rTSR will be calculated over the three-year performance period and compared to the S&P Midcap 400 Index (excluding companies in the financial sector). The average of the closing stock prices on the 30 trading days prior to the start and prior to the end of the three-year performance period will be used in the calculation. Vista Outdoor's results will be compared to the S&P Midcap 400 Index (excluding companies in the financial sector) to determine the payout as follows:
 
Percentile Achievement
% of Target Payout
Threshold
25th
50%
Target
50th
100%
Maximum
75th
200%



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The MDCC’s decision to leverage EBIT as the primary metric in both our annual and long-term incentive programs is intended to closely align with the Company’s current strategy under which driving near and long-term EBIT achievement is critical.
For all measures, no payout will be made if performance falls short of threshold, and the actual amounts payable will be interpolated on a straight-line basis between the threshold and target or between the target and maximum, as applicable. The target levels of performance are considered by the MDCC and management to be challenging but achievable.

When setting the goals, the MDCC also specified that in determining and calculating the performance results at the end of the performance period, adjustments may, in the MDCC's sole discretion, be made to eliminate the negative or positive effects of:

•
charges for extraordinary items and other unusual or non-recurring items of loss or gain;
•
asset impairments;
•
litigation or claim judgments or settlements;
•
changes in the Internal Revenue Code or statutory tax rates;
•
changes in accounting principles (including the impact of any changes in accounting policies);
•
changes in other laws or regulations affecting reported results;
•
charges relating to restructurings, discontinued operations, severance and contract termination and other costs incurred in rationalizing certain business activities;
•
gains or losses from the acquisition or disposition of businesses or assets (but only with respect to transaction and transition/integration costs arising from any acquisition or disposition of businesses or assets) or from the early extinguishment of debt; and
•
foreign currency exchange gains or losses.
    
Actual performance will be measured following the end of the performance period. The MDCC retains the discretion to adjust incentive payment amounts downward after the adjustments have been calculated.

In March 2019, the MDCC approved the amount of each named executive officer's long-term incentive award opportunity based on the MDCC's review and assessment of the market competitiveness of the officers' target level of total direct compensation, including long-term incentive compensation. The amounts of the awards granted to each named executive officer are shown in the Grants of Plan-Based Awards table in this proxy statement.

Chief Executive Officer Fiscal Year 2020 Target Pay Mix
The compensation of our Chief Executive Officer is weighted towards variable and performance-based compensation, where the actual amount received by the executive varies based on company performance. The MDCC made materials changes to our Chief Executive Officer's compensation by increasing the performance shares from 30% to 55% of LTI as shown in the chart that follow:
Base Salary
Target Bonus
Target LTI
Target Performance Shares
(55% of LTI)
Target RSU (30% of LTI)
Target Options (15% of LTI)
$1,000,000
$1,000,000
$3,300,000
$1,815,000
$990,000
$495,000
 
 
 
 
 
 
Salary
Bonus
Target LTI%
Performance Shares
RSUs
Options
19%
19%
62%
34%
19%
9%


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Chief Executive Officer Target Pay Mix - Fiscal Year 2020398421009_chart-fa6717ed6eb35fb0ad3a02.jpg398421009_ceotargetpaylegenda06.jpg
Benefits
Vista Outdoor provides certain benefits to our named executive officers in the form of health, welfare, and retirement benefits. We do so to support the attraction and retention of highly skilled executives. The Company's benefit programs offer flexibility and choice. Under our benefit programs, employees have the opportunity to choose which benefits fit their personal family and financial needs.
Health and Welfare Benefits. Our named executive officers participate in the same health and welfare programs as all other Company employees.
Qualified Retirement Benefits. Generally, our named executive officers participate in the standard employee retirement programs, which typically consists of participation in the Vista Outdoor Inc. 401(k) Plan (the “401(k) Plan”).
Nonqualified Deferred Compensation. We offer two nonqualified deferred compensation plans as tools for our key employees to plan for their financial future. The first plan, the Defined Contribution Supplemental Executive Retirement Plan (the “DC SERP”) is designed to allow for retirement savings above the limits imposed by the Internal Revenue Service for 401(k) plans on a tax-deferred basis. Specifically, the DC SERP provides for a small 401(k) make-up match, which is included in the Summary Compensation Table, to ensure that named executive officers get the full benefit of the Company’s matching contribution, like every other employee, without regard to the IRS compensation limit applicable to the 401(k) plan. Separately, the Company sponsors a traditional Nonqualified Deferred Compensation Plan (“NQDCP”) which allows employees to make voluntary deferrals of compensation. Currently, no named executive officers, or any other active Company employees, participate in the NQDCP. All accounts are credited with earnings and investment gains and losses by assuming that deferred amounts were hypothetically invested in one or more investment alternatives selected by the participant under the terms of the plans. These investment choices are generally the same as those offered to all Company employees through the Company's 401(k) Plan. Balances in the deferred compensation plans reflect amounts that have accumulated over time.
Severance. From time to time, we need to offer a named executive officer a severance package in connection with a termination of employment. Generally, the package for named executive officers is aligned with the benefits outlined in the Company's Executive Severance Plan. In certain circumstances, we may offer additional severance benefits to facilitate successful organizational transitions. The Executive Severance Plan is in keeping with competitive norms, and it will be periodically benchmarked against the market. Ms. Rodrigues participated in our General Severance Plan that covers broad-based employees given she was only temporarily designated as the Principal Financial Officer. Payments made under this plan are described below under the heading "Potential Payments Upon Termination or Change in Control."
Change-in-Control. Named executive officers participate in our Income Security Plan, which provides for severance payments under certain circumstances following a change-in-control of the Company. We believe this plan helps ensure that our


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officers will remain focused on the best interests of our stockholders during periods of uncertainty regarding the officers' future employment prospects. Payments under this plan are not triggered solely by a change-in-control, but rather by termination of employment (that meets certain conditions specified in the plan) following a change-in-control. Periodically the MDCC reviews the plan design against market competitive practices for such plans.
Perquisites
Vista Outdoor provides minimal perquisites to our named executive officers, to help ensure our overall executive rewards are competitive and in keeping with our principal orientation to more direct elements of pay (i.e., base salaries and performance-based incentives). For fiscal year 2019, the perquisite package included the following components:
•
Executive disability insurance
•
Executive health exams
•
Umbrella liability insurance program

In connection with an assessment of the competitiveness of the umbrella liability insurance benefit, as well as changes in the marketplace with respect to such coverage, the MDCC determined to allow such coverage to expire on May 2, 2019 without replacement. Accordingly, the umbrella liability insurance benefit is no longer offered to our named executive officers.
None of the perquisites listed above include a tax gross-up. All perquisites paid to our named executive officers are disclosed in the Summary Compensation Table under the "All Other Compensation" column.
Compensation Outside of the Standard Program
In certain circumstances, such as hiring a new named executive officer, we may provide compensation outside our standard executive compensation program.
When we offer employment to a new named executive officer, we follow the guidelines in our executive compensation philosophy, unless individual circumstances, combined with competitive market practices, require us to include additional compensation (e.g., signing bonus or special equity grant) to attract and retain the executive talent we need. In general, we do not pay our executives additional compensation for special projects or program results. We believe that we provide a fair and competitive total compensation package to our named executive officers for delivering business results that are expected and subsumed under our pay-for-performance philosophy.
Recoupment and Forfeiture
The Company has in place a recoupment policy that reserves the right of the MDCC to recoup any incentive awards from an executive officer if there is a material restatement of the Company's financial results. If the MDCC determines a recoupment is appropriate in the exercise of its discretion, considering all the facts and circumstances, the executive officer shall forfeit and pay back a portion, or all, of the outstanding or previously granted awards as determined by the MDCC. This includes awards that are deferred into the Vista Outdoor NQDCP.
Executive Officer Stock Holding Requirement
Each named executive officer is required to retain at least 50% of the net shares (remaining after taxes are withheld) of Vista Outdoor common stock acquired as compensation through separation of service to ensure that executives' interests and actions are aligned with the interests of the Company's stockholders. This approach underscores an ownership mentality for our executives, which we hold as a cornerstone of our overall approach to compensation.
The MDCC periodically reviews the holdings of executives to ensure compliance with the stock holding requirement and has determined that each named executive officer is currently in compliance with the requirement. These shares must be held until the executive leaves the Company or is no longer an executive officer.
No Hedging or Pledging of Vista Outdoor Stock
In accordance with Company practice, Vista Outdoor's named executive officers have provided written representations to the Company that they do not hedge the economic risk of ownership of Vista Outdoor common stock and have not pledged any of their shares of Vista Outdoor stock during the last fiscal year.


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Compensation Risk Assessment Process and Conclusion
Vista Outdoor believes that its compensation programs are designed and administered in a manner that discourages excessive or inappropriate risk taking by employees, for the following reasons:
1.
Adequate oversight of program design and metrics is exercised by either the MDCC, which approves all elements of executive compensation, or the corporate human resources and/or finance departments for programs covering all other employees. Appropriate controls are in place to ensure that incentive compensation programs follow the Company's policies and practices.
2.
Compensation programs provide a balanced mix of cash and equity, and annual and long-term incentives.
3.
Performance metrics are formulaic (sales, EBIT, return on capital, free cash flow, and total stockholder return) and are balanced in order to create a greater focus on sustained value creation over time. In setting the performance metrics, the MDCC selects adjustment factors to be used in calculating results in order to eliminate inappropriate influence in the management decision-making process.
4.
Equity awards are subject to extended, laddered vesting schedules, which reduces the emphasis on and impact of any single vesting date or performance period.
5.
Maximum payout levels for annual and long-term incentive compensation for all employees are capped, and there is only downward discretion for varying payments based on individual performance.
6.
The MDCC has discretion to recoup incentive payments in the event there is a material restatement of the Company's financial results.
7.
Executive officers and other management employees are subject to share-retention requirements.
8.
Compensation administration and payments are regularly audited by both internal and external auditors.
The MDCC reviews this topic annually, with support from its external compensation consultant, and has concluded that the Company’s compensation programs do not encourage executives or other employees to take inappropriate risks that are reasonably likely to have a material adverse effect on the Company.



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NAMED EXECUTIVE OFFICER COMPENSATION TABLES
The Summary Compensation Table and other tables below provide information concerning the compensation of the Company's named executive officers for the fiscal year ended March 31, 2019, as well as information regarding outstanding equity grants, and non-qualified deferred compensation benefits and potential payments upon termination or a change in control with respect to the Company.
 



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SUMMARY COMPENSATION TABLE (2019, 2018 AND 2017)
The following table shows the cash and non-cash compensation awarded to or earned by the Chief Executive Officer, Chief Financial Officer and each of our other named executive officers during fiscal years 2019, 2018 and 2017. In accordance with the rules of the Securities and Exchange Commission, compensation information is provided only for the fiscal years for which each individual was a named executive officer.
Name and Principal Position
 
Year (1)
 
Salary
($)(2)
 
Bonus
($)(3)
 
Stock Awards
 ($)(4)(5)
 
Option Awards
($)(6)(7)
 
Non-equity Incentive Plan Compensation
($)(8)
 
All Other Compensation
($)(9)
 
Total
($)
Christopher T. Metz
 
FY19
 
$
980,770

 
$
—

 
$
3,002,524

 
$
495,000

 
$
1,615,000

 
$
31,147

 
$
6,124,441

Chief Executive Officer and Director
 
FY18
 
$
461,539

 
$
500,000

 
$
4,470,748

 
$
1,319,994

 
$
—

 
$
141,859

 
$
6,894,140

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Miguel A. Lopez
 
FY19
 
$
475,385

 
$
—

 
$
1,183,554

 
$
428,347

 
$
598,156

 
$
69,476

 
$
2,754,918

SVP, Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scott D. Chaplin
 
FY19
 
$
476,891

 
$
—

 
$
547,014

 
$
90,182

 
$
510,628

 
$
21,991

 
$
1,646,706

SVP/Chief Legal, HR & Compliance Officer/Corporate Secretary
 
FY18
 
$
476,623

 
$
—

 
$
616,230

 
$
233,478

 
$
253,873

 
$
44,573

 
$
1,624,777

 
FY17
 
$
463,000

 
$
—

 
$
495,853

 
$
114,447

 
$
—

 
$
73,943

 
$
1,147,243

David D. Allen
 
FY19
 
$
179,512

 
$
—

 
$
—

 
$
—

 
$
—

 
$
11,246

 
$
190,758

Former Group President, Outdoor Products
 
FY18
 
$
424,379

 
$
—

 
$
303,714

 
$
193,598

 
$
218,709

 
$
46,177

 
$
1,186,577

 
FY17
 
$
347,692

 
$
—

 
$
561,466

 
$
79,990

 
$
—

 
$
268,957

 
$
1,258,105

Anneliese Rodrigues
 
FY19
 
$
143,820

 
$
30,000

 
$
—

 
$
—

 
$
54,410

 
$
159,598

 
$
387,828

Former Vice President, Financial Planning & Analysis and Former Interim Principal Financial Officer
 
FY18
 
$
202,571

 
$
50,000

 
$
65,112

 
$
22,049

 
$
58,336

 
$
27,599

 
$
425,667

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The years reported are the Company’s fiscal years ended March 31, 2019, March 31, 2018 and March 31, 2017, respectively.
(2)
Amounts in this column include amounts, if any, deferred at the direction of the executive officer pursuant to the Company's 401(k) Plan or NQDCP. No named executive officer currently participates in the NQDCP. Amounts for Mr. Allen and Ms. Rodrigues include the dollar value of their accrued paid time off at their time of termination.
(3)
The amounts in the column reflect the fact that: (i) no guarantees were granted for the fiscal year 2020 annual incentive awards (ii) Ms. Rodrigues received a one time retention bonus related to the transition of her role (iii) Mr. Metz has a guaranteed annual incentive award for fiscal year 2018; and (iv) Ms. Rodrigues had a recognition bonus related to her serving as Interim Principal Financial Officer for fiscal year 2018. Mr. Metz’s guaranteed annual incentive was intended to be in lieu of a sign-on bonus for his first fiscal year (2018) of employment and accounted for that nearly half of the fiscal year was over by the time he joined the Company. Mr. Metz's guaranteed minimum annual incentive for fiscal year 2019 had no practical effect as his annual incentive plan achieved above such minimum.
(4)
This column shows the aggregate grant date fair value computed in accordance with GAAP in the United States. The amounts in this column are calculated based on the number of shares awarded multiplied by the closing price of the Company's common stock on the date of grant for RSU awards and for the portion of the performance shares granted that are subject to financial performance growth measures. The fair value of the portion of the performance shares granted that are subject to a rTSR measure is determined based on an integrated Monte Carlo simulation model. The Monte Carlo model calculates the probability of satisfying the market condition stipulated in the award. This probability is an input into the trinomial lattice model used to determine the fair value of the performance shares as well as the assumptions of other variables, including the risk-free interest rate and expected volatility of our stock price in future periods. The risk-free rate is based on the U.S. dollar-denominated U.S. Treasury strip rate with a remaining term that approximates the life assumed at the date of grant. The weighted average assumptions used in estimating the value of the rTSR were as follows: risk-free rate 2.4%, expected volatility 45.19%, expected dividend yield 0%, and expected award life 3 years resulting in a value of $11.42 for the rTSR portion of the performance shares granted. The


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amounts included in the table that relate to performance shares granted are calculated at the target payout level. The amounts do not reflect the actual amounts that may vest or be earned by the executive officers.
With respect to grants for fiscal year 2020 (made in March 2019), the value of the annual RSU awards and the target value for the fiscal year 2020-2022 performance shares are shown separately in the table below:
Name
 
RSU
 
Target FY 2020 - 2022 Performance Shares
Christopher T. Metz
 
$
989,997

 
$
2,012,527

Miguel A. Lopez
 
$
238,696

 
$
485,245

Scott D. Chaplin
 
$
180,363

 
$
366,651

The maximum value for the fiscal year 2020-2022 performance shares (which were granted in fiscal year 2019) for each of the named executive officers is shown in the table below:
Name
Maximum
FY 2020 - 2022 Performance Shares
Christopher T. Metz
$
4,025,054

Miguel A. Lopez
$
970,490

Scott D. Chaplin
$
733,302

With respect to Mr. Metz’s 2020-2022 performance share award described above, $2,863,553 (at maximum) is subject to stockholder approval of an amendment to our 2014 Stock Incentive Plan (Proposal 4 described within this proxy statement) to increase the equity plan's limitation on the number of performance shares that can be granted in any calendar year. Specifically, 308,174 performance shares (at maximum) subject to Mr. Metz's fiscal year 2020 performance shares that exceed the plan's current limitation of 125,000 shares have been made conditioned upon such stockholder approval.

(5)
Fiscal year 2019 awards of RSUs and performance shares for Mr. Lopez were made in April 2018 (during fiscal year 2019) upon his date of hire with the company. This column shows the aggregate grant date fair value computed in accordance with GAAP in the United States. The amounts in this column are calculated based on the number of shares awarded multiplied by the closing price of the Company's common stock on the date of grant for RSU awards and for the portion of the performance shares granted that are subject to financial performance growth measures. The fair value of the portion of the performance shares granted that are subject to a rTSR measure is determined based on an integrated Monte Carlo simulation model. The Monte Carlo model calculates the probability of satisfying the market condition stipulated in the award. This probability is an input into the trinomial lattice model used to determine the fair value of the performance shares as well as the assumptions of other variables, including the risk-free interest rate and expected volatility of our stock price in future periods. The risk-free rate is based on the U.S. dollar-denominated U.S. Treasury strip rate with a remaining term that approximates the life assumed at the date of grant. The weighted average assumptions used in estimating the value of the rTSR were as follows: risk-free rate 2.4%, expected volatility 41.33%, expected dividend yield 0%, and expected award life 3 years resulting in a value of $20.97 for the rTSR portion of the performance shares granted. The amounts included in the table that relate to performance shares granted are calculated at the target payout level. The amounts do not reflect the actual amounts that may vest or be earned by the executive officers.

The value of the annual RSU awards and the target value for the fiscal year 2019-2021 performance shares, each of which were granted in fiscal year 2019, and reflected in the above table for Mr. Lopez, are shown separately in the table below:
Name
RSU
Target FY 2019 - 2021 Performance Shares
Miguel A. Lopez
$
231,737

$
227,876


The maximum value for the fiscal year 2019-2021 performance shares (which were granted in the fiscal year 2019) for Mr. Lopez is shown in the table below:


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Name
Maximum
FY 2019 - 2021 Performance Shares
Miguel A. Lopez
$
455,752


(6)
The amounts in this column show the aggregate grant date fair value computed in accordance with GAAP in the United States. The amount is based on the fair value of the stock option award as estimated using the Black‑Scholes option‑pricing model multiplied by the number of shares subject to the option award. The assumptions used to arrive at the Black‑Scholes value are disclosed in Note 17 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2019.

(7)
Fiscal year 2019 stock option awards for Mr. Lopez were made in April 2018 (during fiscal year 2019) upon his hire with the Company. The amounts in this column show the aggregate grant date fair value computed in accordance with GAAP in the United States. The amount is based on the fair value of the stock option award as estimated using the Black‑Scholes option‑pricing model multiplied by the number of shares subject to the option award. The assumptions used to arrive at the Black‑Scholes value are disclosed in Note 17 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2019.

The value of the sign-on and annual stock options, which were granted in fiscal year 2019, and reflected in the above table for Mr. Lopez, are shown separately in the table below:

Name
Option
Miguel A. Lopez
$
308,996


(8)
For fiscal years 2018 and 2019, these amounts represent payment of annual incentive compensation earned with respect to the fiscal year ended March 31, 2018 and March 31, 2019 for fiscal years 2018 and 2019, respectively. The annual incentive compensation program and payments were based on achievement of performance goals approved by the Committee following an evaluation of the Company’s financial performance. For fiscal year 2019, these performance goals are described in further detail above under "Compensation Discussion and Analysis - Compensation for Fiscal Year 2019 - Annual Incentive Compensation Payouts for Fiscal Year 2019". Annual cash incentive payments to the named executive officers for fiscal year 2019 were calculated as a function of each named executive officer's approved base salary and annual cash incentive opportunity. Amounts in this column include amounts, if any, deferred at the direction of the executive officer pursuant to the Company's 401(k) Plan or NQDCP. No named executive officers currently participate in the NQDCP.

(9)
The table below shows the components of this column for fiscal year 2019, which include perquisites, and Company matching and non-elective contributions to the Company's defined contribution plans. The amounts represent the amount paid or accrued by, or the incremental cost to, the Company.

Name
 
Disability
Insurance
Premium
 
401(k) Plan
Contributions (a)
 
DC SERP
Plan
Contributions
(b)
 
Umbrella
Policy
 
Severance(c)
 
Relocation-Related Expenses (d)
 
Other Perquisites (e)
Christopher T. Metz
 
$
4,707

 
$
16,500

 
$
—

 
$
4,826

 
$
—

 
$
—

 
$
5,114

Miguel A. Lopez
 
$
—

 
$
23,631

 
$
—

 
$
1,746

 
$
—

 
$
41,916

 
$
2,183

Scott D. Chaplin
 
$
2,915

 
$
16,633

 
$
—

 
$
1,746

 
$
—

 
$
—

 
$
697

David D. Allen
 
$
934

 
$
9,901

 
$
—

 
$
411

 
$
—

 
$
—

 
$
—

Anneliese Rodrigues
 
$
—

 
$
10,593

 
$
—

 
$
—

 
$
149,005

 
$
—

 
$
—


(a)
Due to timing, the amounts in this column consist of employer matching contributions in fiscal year 2019 as well as make up match contributions for the 2018 plan year (contributed to the plan in April 2019).

(b)
Due to timing, the DC SERP contributions for the 2018 plan year for Messrs. Metz ($72,347), Lopez ($4,893) and Chaplin ($27,214) were contributed in May 2019 and will be reflected in the fiscal year 2020 proxy statement.



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(c)
The amounts reflected in this column include cash payments (including for Ms. Rodrigues additional lump sum of $8,000 to defray healthcare costs and notice pay) and accelerated equity. A narrative description of the benefits Ms. Rodrigues and Mr. Allen were entitled to upon involuntary termination of employment without cause can be found in “Potential Payments Under Certain Termination Scenarios - Termination Without Cause/For Good Reason” below. Due to Mr. Allen's voluntary termination he was not eligible for severance pursuant to the Executive Severance Plan.

(d)
The amounts in this column consist of relocation and relocation tax assistance expenses paid by the Company for Mr. Lopez.

(e)
The amounts reflected in this column consist of the costs for executive annual physical examinations, non-profit matching contributions and entertainment related to business events.


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GRANTS OF PLAN-BASED AWARDS (2019)
The following table summarizes the grants of equity and non-equity plan-based awards made to the named executive officers during the fiscal year ended March 31, 2019. The non-equity awards were granted under the Company's Executive Officer Incentive Plan, and the equity awards were granted under the Vista Outdoor 2014 Stock Incentive Plan.
Name
 
Grant Date (1)
 
Incentive Award Type
 
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
 
Estimated Future Payouts Under Equity Incentive Plan Awards
 
All Other Stock Awards: Number of Shares of Stock or Units
(#)
 
All Other Option Awards: Number of Securities Underlying Options
(#)
 
Exercise or Base Price of Option Awards ($/Share)
 
Grant Date Fair Value of Stock and Option Awards ($)(7)
Threshold
($)
 
Target
($)
 
Maximum
($)
Threshold
(#)(2)
 
Target
(#)
 
  Maximum
(#)
Christopher T. Metz
 
 
 
Annual (3)
 
$
500,000

 
$
1,000,000

 
$
2,500,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3/12/2019
 
Long-Term Stock (4)
 
 
 
 
 
 
 
108,293

 
216,587

 
433,174

 
 
 
 
 
 
 
$
2,012,527

 
 
3/12/2019
 
RSU (5)
 
 
 
 
 
 
 
 
 
 
 
 
 
118,138

 
 
 
 
 
$
989,997

 
 
3/12/2019
 
Stock Options (6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
125,000

 
$
8.38

 
$
495,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Miguel A. Lopez
 
 
 
Annual (3)
 
$
185,188

 
$
370,376

 
$
925,940

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3/12/2019
 
Long-Term Stock (4)
 
 
 
 
 
 
 
26,111

 
52,222

 
104,444

 
 
 
 
 
 
 
$
485,245

 
 
3/12/2019
 
RSU (5)
 
 
 
 
 
 
 
 
 
 
 
 
 
28,484

 
 
 
 
 
$
238,696

 
 
3/12/2019
 
Stock Options (6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30,139

 
$
8.38

 
$
119,351

 
 
4/16/2018
 
Long-Term Stock (8)
 
 
 
 
 
 
 
6,498

 
12,997

 
25,994

 
 
 
 
 
 
 
$
227,876

 
 
4/16/2018
 
RSU (9)
 
 
 
 
 
 
 
 
 
 
 
 
 
12,997

 
 
 
 
 
$
231,737

 
 
4/16/2018
 
Stock Options (10)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35,722

 
$
17.83

 
$
308,996

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scott D. Chaplin
 
 
 
Annual (3)
 
$
158,090

 
$
316,179

 
$
790,448

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3/12/2019
 
Long-Term Stock (4)
 
 
 
 
 
 
 
19,729

 
39,459

 
78,918

 
 
 
 
 
 
 
$
366,651

 
 
3/12/2019
 
RSU (5)
 
 
 
 
 
 
 
 
 
 
 
 
 
21,523

 
 
 
 
 
$
180,363

 
 
3/12/2019
 
Stock Options (6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22,773

 
$
8.38

 
$
90,182

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David D. Allen
 
 
 
-
 
$
—

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Anneliese Rodrigues
 
 
 
Annual (3)
 
$
22,578

 
$
45,155

 
$
67,733

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
For equity awards, the grant date is the date the MDCC met and approved the awards.

(2)
The amount assumes that the threshold level of performance is achieved for each of the two metrics of the long-term incentive award for the fiscal year 2020-2022 performance period. The two performance metrics and their respective weightings are described above in "Compensation Discussion and Analysis - Fiscal Year 2020 Compensation Decisions - Long-Term Incentive Compensation."

(3)
The amounts for each officer reflect the potential cash payout for the fiscal year 2019 annual incentive program if all performance measures are satisfied at the applicable level. The actual amount paid with respect to such plan appears in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. The material terms of the award are described above in "Compensation Discussion and Analysis - Compensation for Fiscal Year 2019 - Annual Incentive Compensation Payouts for Fiscal Year 2019." Amounts for Ms. Rodrigues reflect prorated potential achievements based on the number of days she was employed with the Company during fiscal year 2019.

(4)
Each column in this row shows the number of shares of common stock that may be paid out for the fiscal year 2020-2022 performance period if all performance metrics are satisfied at the applicable level. The payout will be determined after the fiscal year ending March 31, 2022. The material terms of the award are described above under


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"Compensation Discussion and Analysis - Fiscal Year 2020 Compensation Decisions - Long-Term Incentive Compensation." A portion of Mr. Metz’s 2020-2022 performance share award described above is subject to stockholder approval of an amendment to our 2014 Stock Incentive Plan (Proposal 4 described within this proxy statement) to increase the equity plan's limitation on the number of performance shares that can be granted in any calendar year. Specifically, if such amendment is not approved, then his award will be limited to 125,000, 62,500 and 31,250 shares at maximum, target and threshold achievement, respectively.

(5)
The number of RSUs shown in this row represents the actual number of RSUs granted to the named executive officers on March 12, 2019. All RSUs shown in this row vest in three equal annual installments beginning on the first anniversary of the grant date.

(6)
The number of stock options shown in this row represents the actual number of options granted to the named executive officers on March 12, 2019. The option exercise price is the closing sale price of a share of the Company's common stock on the New York Stock Exchange on the date of grant. The stock options vest in three equal annual installments starting on the first anniversary of the grant date.

(7)
This column shows the full grant date fair value of the equity awards under FASB ASC Topic 718. Generally, for the performance share awards, the full grant date fair value is the amount the Company could expense in its financial statements over the awards' performance period assuming performance is achieved at the target level for each of the two performance metrics. Assumptions made in the calculations of these amounts may be found in footnote 4 of the Summary Compensation Table.

(8)
For Mr. Lopez, who was hired on April 16, 2018, each column in this row shows the number of shares of common stock that may be paid out for the fiscal year 2019-2021 if all performance metrics are satisfied at the applicable level. The payout will be determined after the fiscal year ending March 31, 2021. The material terms of the award are described in the proxy statement filed by the company with the SEC on June 18, 2018 under "Compensation Discussion and Analysis - Fiscal Year 2019 Compensation Decisions - Long-Term Incentive Compensation."

(9)
The number of RSUs shown in this row represent the actual number of RSUs granted to Mr. Lopez on April 16, 2018, his date of hire with the Company. All RSUs shown in this row vest in three equal annual installments beginning the first anniversary of the grant date.

(10)
The number of stock options shown in this row represent the actual number of options granted to Mr. Lopez on April 16, 2018. The option exercise price is the closing sale price of a share of the Company's common stock on the New York Stock Exchange on the date of grant. The stock options vest in three equal annual installments starting on the first anniversary of the grant date.




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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019
The following table shows the unexercised stock options, RSUs not vested and performance shares not earned as of March 31, 2019 by the named executive officers.
 
 
Option Awards
 
Stock Awards
Name
 
Grant
Date
(1)
 
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(2)
 
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(2)
 
Option
Exercise
Price
($)
 
Option
Expiration Date
 
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(3)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(4)
 
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#)(5)(6)
 
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)(4)
Christopher T. Metz
 
10/9/2017
 
—

 
—

 
$
—

 
—

 
53,838

 
$
431,243

 


 


 
 
3/13/2018
 
56,555

 
113,110

 
$
16.06

 
3/13/2028

 
68,078

 
$
545,305

 
30,821

 
$
246,877

 
 
3/12/2019
 
—

 
125,000

 
$
8.38

 
3/12/2029

 
118,138

 
$
946,286

 
108,293

 
$
867,427

 
 

 


 


 


 


 


 


 


 


Miguel A. Lopez
 
4/16/2018
 
—

 
35,722

 
$
17.83

 
4/16/2028

 
12,997

 
$
104,106

 
6,498

 
$
52,049

 
 
3/12/2019
 
—

 
30,139

 
$
8.38

 
3/12/2029

 
28,484

 
$
228,157

 
26,111

 
$
209,150

 
 

 


 


 


 


 


 


 


 


Scott D. Chaplin
 
10/1/2012
 
7,518

 
—

 
$
13.97

 
10/1/2022

 
—

 
$
—

 
—

 
$
—

 
 
3/5/2013
 
14,542

 
—

 
$
17.68

 
3/5/2023

 
—

 
$
—

 
—