The Compensation and Human Capital Committee (the “Committee”) of the Board of Directors and the Board of Directors of Alliance
Data Systems Corporation (the “Company”) approved long-term equity incentive compensation awards for the Company’s named executive officers, and such awards were granted on February 15, 2022. Granted pursuant to the Company’s 2020 Omnibus
Incentive Plan, the long-term equity incentive compensation awards include both performance-based restricted stock units (“PBRSUs”) and time-based restricted stock units (“TBRSUs”).
The PBRSUs have a three-year performance period and are subject to measurement of the achievement of the metrics described below,
made at the discretion of the Committee. The PBRSUs are subject to an annual return on equity (“ROE”) metric with threshold, target and maximum goals for each of fiscal years 2022, 2023 and 2024. For the ROE metric, threshold, target and
maximum goals from 50% to 150% achievement may be calculated, with threshold performance achieving 50%, target performance achieving 100% and maximum performance achieving 150%. The results are interpolated between threshold and target, and
between target and maximum. At the end of the three-year period, the calculations for each of fiscal years 2022, 2023 and 2024 will be averaged and the PBRSUs, as adjusted, will vest on February 18, 2025 (“PBRSU Vesting Date”) provided that
the participant is employed by the Company on such PBRSU Vesting Date.
Restrictions will lapse with respect to 33%/33%/34% of the TBRSU awards on the first, second and third anniversary dates of
February 15, 2022 (each such date a “TBRSU Vesting Date”) provided that the participant is employed by the Company on each such TBRSU Vesting Date.
In addition, the Committee approved a modification to the 2022 long-term equity incentive compensation for Perry S. Beberman, as
previously reported in a Form 8-K filed by the Company with the Securities and Exchange Commission on July 16, 2021. In connection with Mr. Beberman joining the Company in July 2021 as Executive Vice President and Chief Financial Officer, the
Committee had previously approved his long-term equity incentive compensation for 2022 based on an award level of $1,100,000, all granted in TBRSUs vesting 33%/33%/34% on the first, second and third anniversary of the grant date. In lieu of
this entirely time-based award, on February 15, 2022, the Committee approved a $915,000 grant of PBRSUs and a $610,000 grant of TBRSUs, with both grants on the terms stated above applicable to the Company’s other named executive officers. With
this change, Mr. Beberman’s 2022 long-term equity incentive compensation consists of 60% PBRSUs and 40% TBRSUs, consistent with the Company’s other named executive officers.
The base number of TBRSU awards and PBRSU awards, which may be adjusted as described above, granted to the Company’s chief
executive officer, chief financial officer and other named executive officers are as follows:
Ralph J. Andretta, President and Chief Executive Officer:
26,737 (TBRSU)
40,105 (PBRSU)
Perry S. Beberman, EVP and Chief Financial Officer:
8,826 (TBRSU)
13,239 (PBRSU)
Valerie E. Greer, EVP and Chief Commercial Officer, Card Services:
6,685 (TBRSU)
10,027 (PBRSU)
Tammy M. McConnaughey, EVP, Operations and Credit Risk, Card Services:
6,077 (TBRSU)
9,115 (PBRSU)
Joseph L. Motes III, EVP, Chief Administrative Officer, General Counsel and Secretary:
6,685 (TBRSU)
10,027 (PBRSU)