Vonage Holdings Corp. : VONAGE HOLDINGS CORP FILES (8-K)

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Feb 11, 2014 at 10:41 AM

Vonage Holdings Corp. : VONAGE HOLDINGS CORP FILES (8-K) Disclosing Change in Directors or Principal Officers

02/11/2014 | 06:07am US/Eastern

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (e) 2014 Bonus Metrics and Weightings On February 5, 2014, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Vonage Holdings Corp. (the "Company") unanimously approved metrics and weightings with respect to annual bonuses for 2014 that will be payable, if and to the extent earned, in 2015. Upon recommendation of the Committee, on February 6, 2014, the Board ratified the same metrics and weightings for our Chief Executive Officer. The purpose of the Company's annual bonuses is (i) to promote the interests of the Company and its stockholders by incentivizing employees to achieve specified business objectives and (ii) to enable the Company to attract and retain skilled employees by providing attractive compensation opportunities linked to performance results. When determining the annual bonuses of the Company's executive officers and other bonus-eligible employees, the Committee (and the Board, with respect to our CEO) will take into account achievement of objective performance criteria as described below. The Committee may also consider discretionary factors relating to the executive's individual performance. The measures and weighting of those measures initially approved for 2014, are as follows:

              Metrics                     Weighting
Core Business Service Revenue (1)   35% of target bonus
Growth Service Revenue (2)          20% of target bonus
Adjusted EBITDA (3)                 30% of target bonus
Churn (4)                           15% of target bonus


(1) Core Business Service Revenue includes revenues from Vonage's core United
States and Canada business, Globe and BasicTalk service offerings.
(2) Growth Service Revenue includes revenues from Vonage's Vonage Business
Solutions, Mobile services (excluding Extensions) and International business and
opportunities.
(3) Adjusted EBITDA is GAAP income (loss) from operations excluding certain
items including depreciation and amortization, share-based expense, and net loss
attributable to non-controlling interest.
(4) Churn relates to the average monthly percentage of customers that terminate
service in our core business. The Company calculates churn by dividing the
number of customers that terminate during the year by the simple average number
of customers during the year, and dividing the result by twelve. The simple
average number of customers is the number of customers on the first day of the
year plus the number of customers on the last day of the year, divided by two.
For each metric, there is (i) a minimum level of performance that would result
in a payment equal to 50% of the weighted target bonus for the metric (and below
which no payment would result), (ii) a target level of performance that would
result in a payment equal to 100% of the weighted target bonus for the metric,
and (iii) an outstanding level of performance that would result in a payment
equal to 175% of the weighted target bonus for the metric.
The Committee has implemented certain limitations and enhancements on the bonus
payment in order to reflect the Company's focus on revenue growth. First,
regardless of performance against any of the bonus metrics, no payments above
90% of the target bonus will be made unless a target level of performance for
the combined Core Business Service Revenue and Growth Service Revenue metrics
("Total Service Revenue") is met. Second, if the target levels of performance
for all four metrics are met, the payments would equal 130% of the weighted
target bonus for each metric with additional payments up to a maximum of 175%
for each metric in proportion to the amount by which the Company's performance
for the metric exceeds the target level of performance compared to the
outstanding level of performance. As a result, in the event that outstanding
levels of performance are attained for all four metrics, the payment will equal
225% of an individual's target bonus. Finally, if the target levels of
performance for Core Business Service Revenue, Growth Service Revenue, and
Adjusted EBITDA are met, maximum level of performance is met for Total Service
Revenue, and the Churn target is exceeded, the payments would equal 175% of the
weighted target bonus for each metric with additional payments up to a maximum
of 175% for each metric in proportion to the amount by which the Company's
performance for the metric exceeds the target level of performance compared to
the outstanding level of performance.

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