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Quotes & Info
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| SOV > SEC Filings for SOV > Form 8-K on 17-Apr-2008 | All Recent SEC Filings |
17-Apr-2008
Change in Directors or Principal Officers
• Comerica Incorporated • M&T Bank Corporation
• Commerce Bancorp, Inc. • The PNC Financial Services Group, Inc.
• Compass Bancshares, Inc. • UnionBanCal Corporation
• First Horizon National • Valley National Bancorp Corporation
• Fulton Financial Corp. • Webster Financial Corp.
• Huntington Bancshares • Zions Bancorporation Incorporated
• KeyCorp
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As a result of the acquisition of Commerce Bancorp, Inc. and Compass Bancshares,
Inc. by other companies, the Compensation Committee increased its peer group of
financial services companies, effective for calendar year 2008, to 15 by adding
Regions Financial Corporation, BB&T Corporation, Fifth Third Bancorp, and
Marshall & Ilsley Corporation. The additions were selected after review and
consideration of each financial service company's business scope and current
market footprint.
Modifications to Performance Share Award Metrics
The Compensation Committee approved modifications to certain performance metrics
used to establish criteria upon which the vesting of certain long-term incentive
grants awarded in 2008 to members of the Office of the Chief Executive Officer
("OCEO") will be accelerated from five-year cliff vesting to three-year cliff
vesting if achieved.
In 2007, Sovereign used a return on risk-weighted assets metric for both
determining the company performance objectives under its annual short-term
incentive plans and establishing the criteria for the accelerated vesting of
certain long-term incentive grants provided to members of the OCEO.
While Sovereign will continue to use return on risk-weighted assets as the sole
metric for company performance objectives under its annual short-term incentive
plans, for 2008 it will use both the return on risk-weighted assets and relative
total shareholder return metrics for establishing the criteria for accelerated
vesting of certain long-term incentive grants to members of the OCEO (creating
dual thresholds). Members of the OCEO currently include Joseph Campanelli,
Salvatore Rinaldi, and Kirk Walters. Under these long-term incentive grants,
members of the OCEO received shares of restricted stock. These shares have a
five-year cliff vesting schedule, which schedule may be reduced to three years
if a threshold performance level is achieved in both the return on risk-weighted
assets and relative total shareholder return metrics. The threshold performance
level for such accelerated vesting in 2011 for long-term incentive grants to
members of the OCEO made in 2008 is as follows:
1. Sovereign's total growth in return on risk-weighted assets for the
three-year cycle (2008 through 2010) must be greater than the relative
performance of at least 50% of the financial services companies in
Sovereign's peer group; and
2. Sovereign's percentile rank of average relative total shareholder return for the three-cycle (2008 through 2010) must be in the top one-third (5 or higher out of 15) of its peer group.
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