Relative TSR Performance Clause Samples
The Relative TSR Performance clause defines how a company's total shareholder return (TSR) is measured and compared against a selected peer group over a specified period. Typically, this clause outlines the methodology for calculating TSR, identifies the peer companies or index used for comparison, and sets performance thresholds that may trigger certain outcomes, such as vesting of equity awards or bonuses. Its core practical function is to align executive or employee incentives with shareholder value creation relative to market peers, ensuring that rewards are based on outperforming comparable companies rather than absolute performance alone.
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Relative TSR Performance. If the company liquidates, it will remain a Comparison Company and its stock price will be reduced to zero for the remaining Performance Period. Total shareholder return consists of the difference between the value of a share of common stock at the beginning and end of the Performance Period, plus the value of gross dividends paid as if reinvested in stock and other appropriate adjustments for such events as stock splits. For purposes of TSR Performance, the total shareholder return of the Company and the Comparison Companies will be calculated using Bloomberg.1 As soon as practicable after the completion of the Performance Period, the total shareholder returns of the Comparison Companies will be calculated and ranked from highest to lowest by the Committee. The Company’s total shareholder return will then be ranked in terms of which percentile it would have placed in among the Comparison Companies. Absolute TSR Performance will be the Company’s total shareholder return on an average annual basis for the Performance Period. Price-Earnings Ratio performance will be measured based on where the Company’s Price-Earnings Ratio ranks in relation to the Price-Earnings Ratios of the Comparison Companies. For purposes of Price-Earnings Ratio performance, the relative Price-Earnings Ratio performance of the Company and the Comparison Companies will be determined using such method as the Committee shall determine. As soon as practicable after the completion of the Performance Period, the Price-Earnings Ratios of the Comparison Companies will be determined and ranked from highest to lowest by the Committee, using three methods: • First, using closing stock prices on the final day of the Performance Period divided by the operating earnings per share (“Operating EPS”) for the Company and the Comparison Companies over the most recently completed four-quarter period. If required based on the availability of data, the four quarters ended September 302 of the final year of the Performance Period can be utilized for estimating relative Price-Earnings Ratio performance. • Second, using closing stock prices on the final day of the Performance Period divided by the estimated Operating EPS for the Company and the Comparison Companies for the final year of the Performance Period3. • Third, using closing stock prices on the final day of the Performance Period divided by the estimated Operating EPS for the Company and the Comparison Companies for the following calendar year4. 1 Spe...
Relative TSR Performance. The number of Restricted Stock Units that will be considered earned based on the Relative TSR Performance of the Company will be determined using the following formula: For purposes of determining the Company’s Relative TSR Performance, the following terms shall have the meanings indicated:
Relative TSR Performance. Relative Total Shareholder Return Performance (“Relative TSR Performance”) will determine fifty percent (50%) of the Target Amount (“TSR Percentage”). Relative TSR Performance is defined in Exhibit A. The percentage of the TSR Percentage that will be paid out, if any, is based on the following table: Relative TSR PerformancePercentile Ranking Percentage Payoutof TSR Percentage 85th or above 200% 50th 100% 25th 50% Below 25th 0% To the extent that the Company’s Relative TSR Performance ranks in a percentile between the 25th and 85th percentile in the table above, then the TSR Percentage payout will be interpolated between the corresponding TSR Percentage payout set forth above. Relative TSR Performance will be measured based on where the Company’s total shareholder return during the Performance Period ranks in relation to the total shareholder returns of the companies that are members of the Company’s compensation peer group as of the Date of Grant as set forth below (the “Comparison Companies”): Ameren Corporation Eversource Energy American Electric Power Company Exelon Corporation CenterPoint Energy FirstEnergy Corporation CMS Energy Corporation NextEra Energy Consolidated Edison Company Public Service Enterprise Group DTE Energy Southern Company Duke Energy Corporation WEC Energy Group Edison International Xcel Energy Entergy Corporation The Comparison Companies shall be adjusted during the Performance Period as follows:
(i) In the event of a merger, acquisition or business combination transaction of a Comparison Company with or by another Comparison Company, effective upon the public announcement of the transaction, the surviving entity shall remain a Comparison Company and the non-surviving entity shall cease to be a Comparison Company (provided that, if the proposed transaction is subsequently terminated before the Relative TSR Performance is calculated, then the non-surviving company shall be retroactively reinstated as a Comparison Company);
(ii) If it is publicly announced that a Comparison Company will be acquired by another company that is not a Comparison Company, or in the event a “going private transaction” is publicly announced where the Comparison Company will not be the surviving entity or will otherwise no longer be publicly traded, the company shall cease to be a Comparison Company as of the date such announcement is made (provided that, if the proposed transaction is subsequently terminated before the Relative TSR Performance is calculat...
Relative TSR Performance. Relative Total Shareholder Return Performance (“Relative TSR Performance”) will determine fifty percent (50%) of the Target Amount (“TSR Percentage”). Relative TSR Performance is defined in Section 4(b) below. The percentage of the TSR Percentage that will be paid out, if any, is based on the following table: Relative TSR PerformancePercentile Ranking Percentage Payoutof TSR Percentage 85th or above 200% 50th 100% 25th 50% Below 25th 0% To the extent that the Company’s Relative TSR Performance ranks in a percentile between the 25th and 85th percentile in the table above, then the TSR Percentage payout will be interpolated between the corresponding TSR Percentage payout set forth above. In addition to the foregoing payments, and regardless of the Company’s Relative TSR Performance, the following may be earned: (i) an additional payment of 25% of the TSR Percentage will be made if the Company’s Price-Earnings Ratio (as defined in Section 4(c) below) is at or above the 50th percentile and below the top third of the group of companies (inclusive of the Company) used to measure Relative TSR Performance in accordance with Section 4(b), or (ii) an additional payment of 50% of the TSR Percentage will be made if the Company’s Price-Earnings Ratio is at or above the top third of the group of companies (inclusive of the Company) used to measure Relative TSR Performance in accordance with Section 4(b) (the “Performance Adder”). The Committee may reduce or eliminate payment of the Performance Adder in its sole discretion. The overall percentage payment under the entire Award may not exceed 200% of the Target Amount.
Relative TSR Performance. Top Quartile - 75 % to 100% 150% - 200% 2nd Quartile - 50% to 74.9% 100% - 149.9% 3rd Quartile - 25% to 49.9% 50% - 99.9% 4th Quartile - below 25% 0% To the extent that the Company’s TSR Performance ranks in a percentile within the Top, 2nd or 3rd Quartiles of Relative TSR Performance, then the TSR Percentage Payout shall be interpolated between the top and bottom of the Percentage Payout of TSR Percentage range for that Quartile. No payment will be made if the TSR Performance is in the 4th Quartile, except that a payment of 25% of the TSR Percentage shall be made if the Company’s TSR Performance was at least % on a compounded annual basis for the Performance Period.
Relative TSR Performance. The Company's Relative TSR Performance will result in a multiplier to the Initial Eligible PRSUs (as defined below) to determine the total number of PRSUs that will vest on the Determination Date, with the total number of PRSUs that shall vest on the Determination Date being determined by multiplying (A) the Initial Eligible PRSUs by (B) the “TSR Multiplier” (determined as follows): If the Company TSR relative to the ▇▇▇▇▇▇▇ 2000 Index TSR for the Performance Period is between two achievement levels, the TSR Multiplier shall be determined by linear interpolation between the applicable achievement levels.
Relative TSR Performance. Relative Total Shareholder Return Performance (“Relative TSR Performance”) will determine one hundred percent (100%) of the Target Amount (“TSR Percentage”). Relative TSR Performance is defined in Section 4(b) below. The percentage of the TSR Percentage that will be paid out, if any, is based on the following table: Relative TSR Performance Percentage Payout 75th or above 125% 65th 100% Below 25th 0% To the extent that the Company’s Relative TSR Performance ranks in a percentile between the 25th and 75th percentile in the table above, then the TSR Percentage payout will be interpolated between the corresponding TSR Percentage payout set forth above. The overall percentage payment under the entire Award may not exceed 125% of the Target Amount.
Relative TSR Performance. The Company's Relative TSR Performance (as defined below) will result in a multiplier to the Initial Eligible PRSUs (as defined below) to determine the total number of PRSUs that will vest on the Determination Date, with the total number of PRSUs that shall vest on the Determination Date being determined by multiplying (A) the Initial Eligible PRSUs by (B) the “TSR Multiplier” (determined as follows): If the Company TSR relative to the ▇▇▇▇▇▇▇ 2000 Index TSR for the Performance Period is between two achievement levels, the TSR Multiplier shall be determined by linear interpolation between the applicable achievement levels. Notwithstanding the foregoing, if the Company TSR is negative for the Performance Period, the TSR Multiplier shall in no event exceed 100%. In addition, the total PRSUs vesting after applying the TSR multiplier shall in no event exceed 200% of target.
Relative TSR Performance