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| DWRE > SEC Filings for DWRE > Form 8-K on 15-Feb-2013 | All Recent SEC Filings |
15-Feb-2013
Change in Directors or Principal Officers
On February 12, 2013, the Compensation Committee of the Board of Directors (the "Board") of Demandware, Inc. (the "Company") approved cash bonus awards to its executive officers under the Company's 2012 incentive compensation plan (the "2012 Incentive Plan"). In making its determination regarding bonus awards under the 2012 Incentive Plan, the Compensation Committee considered the Company's achievement with respect to several corporate performance metrics approved by the Board at the beginning of 2012 and the achievement by the Company's executive officers of individual performance objectives established at the beginning of 2012.
The table below sets forth the 2012 corporate performance objectives and, with respect to each objective, the relative weighting, the performance and threshold targets, the Company's actual achievement during 2012 and the weighted achievement percentage. Pursuant to the 2012 Incentive Plan, for any corporate performance metric for which the actual achievement was determined to be below the threshold, the weighted achievement percentage for that metric was 0%.
Relative Performance Target Threshold 2012 Actual Weighted Achievement
2012 Performance Objectives Weighting (for 100% payout) Target Achievement Percentage
Subscription Revenue 40% $71.0 million $71.0 million $67.9 million 0%
Average annual contract value
("ACV") for customer contracts
executed in 2012 40% $26.9 million $20.3 million $18.9 million 0%
Processing efficiency 20% * * 90% of 18%
performance
target
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* The Company does not disclose target or achievement information regarding processing efficiency because the disclosure of such information would result in competitive harm.
Based on the Company's overall performance in 2012, the Compensation Committee determined that it was appropriate to award a discretionary increase of 42% in the corporate achievement percentage, resulting in an aggregate corporate achievement percentage of 60% under the 2012 Incentive Plan. In addition to the corporate performance metrics described above, the Compensation Committee considered the achievement by the Company's executive officers of individual objectives.
Mr. Ebling's individual objectives included the achievement of specified thresholds of subscription gross margins (20%), gross merchandise volume (20%), revenue growth (20%), platform innovation (20%) and operational efficiency (20%). The Compensation Committee determined that Mr. Ebling achieved 85% of his individual objectives for 2012, substantially achieving his objectives with regard to subscription gross margins, platform innovation and operational efficiency, and, to a lesser extent, revenue growth and gross merchandise volume.
Mr. Dussault's individual objectives included completion of the Company's initial public offering (20%), development and implementation of public company financial controls (20%), timely and effective internal financial reporting (20%), effective budgeting and financial planning (20%) and support related to Company growth (20%). The Compensation Committee determined that Mr. Dussault achieved 100% of his individual objectives for 2012.
Mr. Whitcomb's individual objectives included maintaining historical service level availability thresholds (20%), APAC expansion (20%), achievement of specified innovation initiatives (20%), achievement of specified technology updates (20%) and achievement of the Company's processing efficiency objective (20%). The Compensation Committee determined that Mr. Whitcomb achieved 85% of his individual objectives for 2012, substantially achieving his objectives with regard to service level availability and processing efficiency, and, to a lesser extent, APAC expansion, innovation initiatives and technology updates.
The following table sets forth the target bonus amounts and the actual bonus paid to each of Messrs. Ebling, Dussault, Barnett and Whitcomb under the 2012 Incentive Plan:
2012 Target 2012 Actual
Executive Officer Bonus Amount Bonus Amount
Thomas D. Ebling $ 300,000 $ 158,400
Scott J. Dussault $ 100,000 $ 60,000
Jeffrey G. Barnett $ 75,000 $ 39,600
Wayne R. Whitcomb $ 80,000 $ 42,240
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