Distributions from the plan are made, at the election of the participant, beginning five years from deferral or upon termination of employment.We removed the annual relative TSR measure (weighted 10 percent) from the annual cash incentive bonus to avoid overlap with our long-term compensation program;Mr. Lowe is a member of the board of directors for Phillips 66, Houston, Texas, and TransCanada Corporation, Calgary, Alberta.
Note that the targeted grant date values of long-term compensation and the actual grant date values shown in these tables vary somewhat due to the prospective nature of targets. Because Mr. Riney joined the Company after the start date of the 2015 Performance Share performance period, he received a performance contingent cash plan in place of performance shares.
A change of control occurs when a person, partnership, or corporation acting in concert, or any or all of them, acquires more than 20 percent of the Company’s outstanding voting securities.
The Board evaluated each member’s independence under the independence standards promulgated by NYSE and NASDAQ for compensation committees and determined that each member was independent for purposes of serving on the Company’s MD&C Committee.The number and value of the performance shares and RSUs we granted to our NEOs in 2017 are shown in the following chart:On February 18, 2015, Mr. Riney was granted 45,000 RSUs. The CG&N Committee may also retain an outside search firm to assist it in finding appropriate nominee candidates. Under these programs, our NEOs are rewarded for the achievement of specific annual, long-term and strategic goals, corporate goals, and the realization of increased shareholder value. This proxy statement and the enclosed proxy card are being made available to you by the Company’s Board of Directors starting on or about April 9, 2018.Your vote is important. Please read the section of this proxy statement titled “Compensation Discussion and Analysis,” and the compensation tables that follow it, for additional details about our executive compensation programs.On December 22, 2017, the President signed H.R. Shareholder feedback, whether solicited by management or certain directors, was relayed directly to the full Board, which considered that feedback while evaluating opportunities to further enhance our executive compensation programs.From 2000 to 2007, Ms. Nelson served as a vice president of SCF Partners, an oilfield service and equipment-focused private equity firm, where she concentrated on investment strategy, investment execution and portfolio company management.In addition to the use of the Consultant, the MD&C Committee receives compensation recommendations and evaluations of the executive group from the CEO. In addition, the Audit Committee reports to the Board of Directors, which also considers the Company’s entire risk profile.
Proxies cannot be voted for more than ten nominees. Such communication should be mailed to the Company’s corporate secretary at 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400, and the corporate secretary will forward such communications to the independent directors.Grants under the RSU Program were made pursuant to the Company’s 2016 Omnibus Compensation Plan.Title of each class of securities to which transaction applies:Our 2005 Stock Option Plan, 2007 Omnibus Equity Compensation Plan, 2011 Omnibus Equity Compensation Plan, and 2016 Omnibus Compensation Plan were approved by our shareholders and grants made under such plans qualify as “performance-based” under the regulations. In doing so, the Audit Committee takes into consideration a number of factors, including the historical and recent performance of the independent auditors and lead partner, its global capabilities, its knowledge of the Company’s operations and industry, external data relating to audit quality and performance, including recent Public Company Accounting Oversight Board (United States) (“PCAOB”) reports, and independence.
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