1. |
to elect CITs Board of Directors to serve for one year or until the next annual meeting of stockholders the Board has nominated for election the following eleven nominees: John A. Thain, Michael J. Embler, William M. Freeman, David M. Moffett, R. Brad Oates, Marianne Miller Parrs, Gerald Rosenfeld, Vice Admiral John R. Ryan, Seymour Sternberg, Peter J. Tobin and Laura S. Unger; |
2. |
to ratify the appointment of PricewaterhouseCoopers LLP as CITs independent registered public accounting firm for 2012; |
3. |
to hold a non-binding advisory vote on executive compensation; and |
4. |
to transact such other business as may properly come before the Annual Meeting. |
GENERAL
INFORMATION |
1 | |||||
QUESTIONS AND
ANSWERS ABOUT THE ANNUAL MEETING AND VOTING |
1 | |||||
DIRECTORS |
5 | |||||
General Information |
5 | |||||
Nominees |
6 | |||||
Director Qualifications and Experience |
12 | |||||
CORPORATE
GOVERNANCE |
13 | |||||
Director Independence |
13 | |||||
Related Person Transactions Policy |
14 | |||||
Appointment of Directors |
15 | |||||
Diversity of Directors |
15 | |||||
Majority Voting for Directors |
15 | |||||
Board
Leadership Structure |
15 | |||||
The
Boards Role in Risk Oversight |
16 | |||||
Succession Planning |
17 | |||||
Director and Senior Executive Officer Stock Ownership Policy |
17 | |||||
Board
Committees |
17 | |||||
Stockholder Communications with the Board |
19 | |||||
Compensation Committee Interlocks, Insider Participation and Banking Interlocks |
20 | |||||
Legal
Proceedings |
20 | |||||
DIRECTOR
COMPENSATION |
20 | |||||
Director Compensation Table |
21 | |||||
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
22 | |||||
Security Ownership of Certain Beneficial Owners |
22 | |||||
Security Ownership of Directors and Executive Officers |
23 | |||||
Hedging |
24 | |||||
EXECUTIVE
OFFICERS |
24 | |||||
EXECUTIVE
COMPENSATION |
27 | |||||
Compensation Discussion and Analysis |
27 | |||||
Summary Compensation Table |
36 | |||||
Equity
and Non-Equity Incentive Plans |
37 | |||||
Grants
of Plan-Based Awards |
37 | |||||
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table |
38 | |||||
Outstanding Equity Awards at Fiscal Year-End |
38 | |||||
Option
Exercises and Stock Vested |
39 | |||||
Pension Benefits |
40 | |||||
Narrative Information Relating to Retirement Arrangements for Named Executive Officers |
40 | |||||
Nonqualified Deferred Compensation |
42 | |||||
Narrative Information Relating to Nonqualified Deferred Compensation |
43 | |||||
Narrative Information Relating to Potential Payments Upon Termination or Change of Control |
43 | |||||
Potential Payments Upon Termination or Change of Control |
44 | |||||
2012
COMPENSATION COMMITTEE REPORT |
46 | |||||
2012 AUDIT
COMMITTEE REPORT |
46 | |||||
OVERVIEW OF
PROPOSALS |
47 | |||||
PROPOSAL 1:
ELECTION OF DIRECTORS |
47 | |||||
PROPOSAL 2:
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
47 | |||||
PROPOSAL 3:
ADVISORY VOTE ON EXECUTIVE COMPENSATION |
48 | |||||
OTHER
BUSINESS |
49 | |||||
STOCKHOLDER
PROPOSALS AND NOMINATIONS FOR THE 2013 ANNUAL MEETING |
49 | |||||
ATTENDANCE AT
THE ANNUAL MEETING |
49 |
|
to elect the members of CITs Board for a term of one year
or until the next annual meeting of stockholders the Board has nominated for election the following eleven nominees: John A. Thain, Michael J.
Embler, William M. Freeman, David M. Moffett, R. Brad Oates, Marianne Miller Parrs, Gerald Rosenfeld, Vice Admiral John R. Ryan, Seymour Sternberg,
Peter J. Tobin and Laura S. Unger (Proposal 1); |
|
to ratify the appointment of PricewaterhouseCoopers LLP as
CITs independent registered public accounting firm for 2012 (Proposal 2); and |
|
to approve executive compensation, on an advisory basis
(Proposal 3). |
|
send in a new proxy card with a later date; |
|
send a written revocation to the Corporate
Secretary; |
|
cast a new vote by telephone or Internet; or |
|
attend the Annual Meeting and vote in person. |
Name |
Age |
Principal Occupation |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
John A. Thain |
56 |
Chairman of the Board and Chief Executive Officer of CIT |
||||||||
Michael J. Embler |
47 |
Former Chief
Investment Officer of Franklin Mutual Advisors LLC |
||||||||
William M.
Freeman |
59 |
Executive
Chairman of Oh Daddy LLC |
||||||||
David M.
Moffett |
59 |
Former Chief
Executive Officer of the Federal Home Loan Mortgage Corporation (Freddie Mac) |
||||||||
R. Brad
Oates |
58 |
Chairman and
Managing Partner of Stone Advisors, LP |
||||||||
Marianne Miller
Parrs |
67 |
Retired Executive
Vice President and Chief Financial Officer of International Paper Company |
||||||||
Gerald
Rosenfeld |
65 |
Vice Chairman of
Lazard Ltd. |
||||||||
Vice Admiral John
R. Ryan |
66 |
President and
Chief Executive Officer of the Center for Creative Leadership and Retired Vice Admiral of the U.S. Navy |
||||||||
Seymour
Sternberg |
68 |
Retired Chairman
of the Board and Chief Executive Officer of New York Life Insurance Company |
||||||||
Peter J.
Tobin |
67 |
Retired Special
Assistant to the President of St. Johns University and Retired Chief Financial Officer of The Chase Manhattan Corporation |
||||||||
Laura S.
Unger |
51 |
Independent
Consultant, Former Commissioner of the U.S. Securities and Exchange Commission |
John A.
Thain |
Board Committees: |
Prior Senior Leadership Positions: |
|||||||||
Age: 56 |
None |
|
President of Global Banking, Securities and Wealth Management for Bank of America |
||||||||
Director Since: February 2010 |
|
Chairman and Chief Executive Officer of Merrill Lynch & Co., Inc. |
|||||||||
|
Chief Executive Officer and Director of NYSE Euronext, Inc. |
||||||||||
|
Chief Executive Officer and Director of the New York Stock Exchange |
||||||||||
|
President and Chief Operating Officer of The Goldman Sachs Group, Inc. |
Michael J.
Embler |
Board Committees: |
Other Public Directorships: |
||||||||
Age:
47 |
Audit |
Abovenet Inc. |
||||||||
Nominating & Governance |
Dynegy, Inc./Dynegy Holdings Inc. |
|||||||||
Director Since: December 2009 |
Prior Senior Leadership Positions: |
Senior Leadership Positions: |
||||||||
Chief Investment Officer of Franklin Mutual Advisers LLC |
Board of Trustees, Corlears School |
|||||||||
Director of Kindred Healthcare, Inc. |
William M.
Freeman |
Board Committees: |
Other Public Directorships: |
||||||||
Age:
59 |
Compensation |
TerreStar Corporation |
||||||||
Director Since:
July 2003 |
Prior Senior Leadership Positions: |
Senior Leadership Positions: |
||||||||
Chairman of the Board of Arbinet-thexchange, Inc.
Chief Executive Officer and Director of Leap Wireless International
Chief Executive Officer of Bell Atlantic-Washington, D.C.
President of the Public Communications Group of Verizon Communications Inc.
President and Chief Executive Officer of Bell Atlantic-New Jersey |
Executive Chairman of Oh Daddy LLC
Board of Trustees of Drew University
Chairman of Celadon Global Inc. |
David M.
Moffett |
Board Committees: |
Other Public Directorships: |
||||||||
Age:
59 |
Audit |
eBay Inc. |
||||||||
Director Since:
July 2010 |
Prior Senior Leadership Positions: |
Senior Leadership Positions: |
||||||||
Chief Executive Officer of Federal Home Loan Mortgage Corporation (Freddie Mac)
Senior Advisor with the Carlyle Group LLC
Director of Building Materials Holding Corp.
Vice Chairman and Chief Financial Officer of U.S. Bancorp
Director of MBIA Inc.
Director of E.W. Scripps Company |
Trustee of University of Oklahoma Foundation
Trustee of Columbia Atlantic Mutual Funds |
R. Brad
Oates |
Board Committees: |
Other Public Directorships: |
||||||||
Age:
58 |
Risk Management |
None |
||||||||
Director Since:
December 2009 |
Prior Senior Leadership Positions: |
Senior Leadership Positions: |
||||||||
Chairman of the Board of Directors of NFC Global, LLC
President and Chief Operating Officer of Bluebonnet Savings Bank FSB |
Chairman and Managing Partner of Stone Advisors, LP
Director of GearingStone, LLC |
Marianne
Miller Parrs |
Board Committees: |
Other Public Directorships: |
||||||||
Age:
67 |
Audit (Chair)
Special Compliance |
Stanley Black & Decker, Inc.
Signet Jewelers Limited |
||||||||
Director Since:
January 2003 |
Prior Senior Leadership Positions: |
Senior Leadership Positions: |
||||||||
Executive Vice President and Chief Financial Officer of International Paper Company |
Board Member, United Way of the Mid-South |
Gerald
Rosenfeld |
Board Committees: |
Other Public Directorships: |
||||||||
Age:
65 |
Risk Management (Chair) |
None |
||||||||
Director Since:
January 2010 |
Prior Senior Leadership Positions: |
Senior Leadership Positions: |
||||||||
Deputy Chairman of Rothschild North America
President of G Rosenfeld & Co LLC
Head of Investment Banking and a member of the Management Committee of Lazard Freres |
Vice Chairman of U.S. Investment Banking of Lazard Ltd.
Director of Continental Grain Company
Board of Overseers, New York University Stern School of Business
Board Member, American Academy of Arts and Sciences
Board Member, Catalist LLC |
Vice Admiral
John R. Ryan |
Board Committees: |
Other Public Directorships: |
||||||||
Age:
66 |
Compensation
Nominating & Governance |
Cablevision Systems Corp. |
||||||||
Director Since:
July 2003 Lead Director: since May 2008 |
Prior Senior Leadership Positions: |
Senior Leadership Positions: |
||||||||
Chancellor of the State University of New York
Superintendent of the U.S. Naval Academy
Commander of the Fleet Air Mediterranean, U.S. Navy
Commander of the Patrol Wings for the U.S. Pacific Fleet, U.S. Navy
Director of Logistics for the U.S. Pacific Command, U.S. Navy
President of the State University of New York Maritime College |
President and Chief Executive Officer of the Center for Creative Leadership
Chairman of the Board of Directors of the U.S. Naval Academy Foundation |
Seymour
Sternberg |
Board Committees: |
Other Public Directorships: |
||||||||
Age:
68 |
Compensation (Chair) |
Express Scripts Inc. |
||||||||
Director Since:
December 2005 |
Prior Senior Leadership Positions: |
Senior Leadership Positions: |
||||||||
Chairman of the Board of Directors & CEO of New York Life Insurance Company
Board of Directors, U.S. Chamber of Commerce |
Board of Trustees, Hackley School
Chairman of Board of Trustees of Northeastern University
Board of Trustees, Columbia-Presbyterian Hospital |
Peter J.
Tobin |
Board Committees: |
Other Public Directorships: |
||||||||
Age:
67 |
Special Compliance (Chair)
Risk Management |
AllianceBernstein Corporation |
||||||||
Director Since:
July 2002 |
Prior Senior Leadership Positions: |
|||||||||
Interim Chief Executive Officer of CIT Group Inc.
Dean of the Peter J. Tobin College of Business at St. Johns University
Director of H.W. Wilson |
Director of AXA Financial
Director of Rock Valley Tool
Chief Financial Officer of The Chase Manhattan Corporation |
Laura S.
Unger |
Board Committees: |
Other Public Directorships: |
||||||||
Age:
51 |
Nominating & Governance (Chair)
Special Compliance |
Ambac Financial Group Inc.
CA, Inc. |
||||||||
Director Since:
January 2010 |
Prior Senior Leadership Positions: |
|||||||||
Acting Chairperson of the U.S. Securities and Exchange Commission |
Counsel to the United States Senate Committee on Banking, Housing and Urban Affairs |
|||||||||
Commissioner of the U.S. Securities and Exchange Commission |
Director of MBNA Corporation
Board Member, Childrens National Medical Center Foundation |
Summary
of Director Qualifications and Experience |
Michael Embler |
William Freeman |
David Moffett |
R. Brad Oates |
Marianne Parrs |
Gerald Rosenfeld |
John Ryan |
Seymour Sternberg |
Peter Tobin |
Laura Unger |
John Thain |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Business
Head/Administration experience is important
as directors with such experience typically possess
strong leadership qualities and the ability to
identify and develop those qualities in others. |
X |
X |
X |
X |
X |
X |
X |
X |
X |
X |
|||||||||||||||||||||||
Business
Operations experience gives directors a practical
understanding of developing, implementing and
assessing our operating and business strategy. |
X |
X |
X |
X |
X |
X |
X |
X |
X |
||||||||||||||||||||||||
Corporate
Governance experience supports our goals of
strong Board and management accountability, transparency
and protection of shareholder interests. |
X |
X |
X |
X |
X |
X |
X |
X |
X |
X |
X |
||||||||||||||||||||||
Finance/Capital
Allocation experience is important in evaluating
our financial statements and capital structure. |
X |
X |
X |
X |
X |
X |
X |
X |
|||||||||||||||||||||||||
Banking
Expertise is important because it assists
our directors in understanding and overseeing
our banking activities, regulatory requirements
and environment and financial reporting and internal
controls. |
X |
X |
X |
||||||||||||||||||||||||||||||
Financial
Services Industry experience is important
in understanding and reviewing our business strategy
and financial statements. |
X |
X |
X |
X |
X |
X |
X |
||||||||||||||||||||||||||
Government/Public
Policy experience is relevant to CIT as it
operates in a regulated industry that is directly
affected by governmental actions. |
X |
X |
|||||||||||||||||||||||||||||||
International
experience is important in understanding and
reviewing our international businesses. |
X |
X |
X |
X |
|||||||||||||||||||||||||||||
Risk
Management experience is critical to the Boards
role in overseeing the risks facing CIT. |
X |
X |
X |
X |
X |
X |
X |
X |
|||||||||||||||||||||||||
Marketing/Sales
experience is relevant to CIT as it seeks
to identify and develop new markets for its products
and services and new products and services for
its customers. |
X |
X |
|||||||||||||||||||||||||||||||
Technology
Systems experience is relevant to CIT as it
looks for ways to enhance CITs customer
experience and retention and internal operating
efficiencies and controls. |
X |
X |
X |
X |
|||||||||||||||||||||||||||||
Academia/Education
experience brings perspective regarding organizational
management relevant to our business. |
X |
X |
X |
X |
X |
X |
X |
|
Majority voting in director elections. In
accordance with CITs By-Laws, except in the case of a contested election, each of our director-nominees have agreed to tender his or her
irrevocable contingent resignation which becomes effective if he or she is not elected by a majority of the votes cast by stockholders and our Board
accepts the resignation. If a director-nominee is not elected by a majority of the votes cast, our Governance Committee will promptly consider the
directors resignation and recommend to our Board whether to accept or reject the resignation. Our Board will act on the Governance
Committees recommendation within 90 days of the applicable stockholder meeting and will then publicly disclose its decision, the process by which
the decision was reached, and, if applicable, the rationale behind its decision to reject a tendered resignation. |
|
Lead Director. Our Corporate Governance Guidelines
establish the role of an independent lead director who is elected annually by a majority vote of the independent directors. More information about the
role of the lead director and our Board structure may be found in this Proxy Statement under the heading Board Leadership
Structure. |
|
Related Person Transactions Policy. Our Governance
Committee is responsible for approving or ratifying transactions involving CIT and related persons and determining if the transaction is in, or not
inconsistent with, the best interests of CIT and our stockholders. More information about our Related Person Transactions Policy may be found below
under the heading Related Person Transactions Policy. |
|
Executive Sessions. Our Board meets regularly in
executive sessions without the presence of management, including our Chairman. These sessions are led by our Lead Director. |
|
Limitations on Participation on Other Boards. To
ensure that our directors have sufficient time to devote proper attention to their responsibilities as directors of CIT, unless otherwise approved by
the Governance Committee, employed directors are limited to service on two boards of other publicly traded companies, while other directors may not
serve on the boards of more than four other public companies. |
|
Absence of a Stockholder Rights Plan. We do not
have a stockholder rights plan and are not currently considering adopting one. |
|
Stock Ownership Requirements. Both our directors
and senior executive officers are required to own a minimum amount of CITs common stock at all times while they remain with CIT. |
|
interests arising solely from the related persons position
as a director or limited partner, or from the direct or indirect ownership by the related person, and all other related persons, in the aggregate of
less than a 10% equity interest in another corporation or organization that is a participant in the transaction; |
|
amounts due from related persons to CIT for purchases of goods
and services subject to usual trade terms, for ordinary business travel and expense payments, and for other indebtedness transactions in the ordinary
course of business; |
|
interests arising solely from the ownership of a class of
CITs equity securities, if all holders of that class of equity securities receive the same benefit on a pro rata basis; |
|
transactions where price is determined by competitive bid, or
where the service is rendered as a common carrier or public utility at rates fixed pursuant to law; |
|
transactions that involve compensation to a director, or
compensation to executive officers, approved by the Board; |
|
interests arising solely from the related persons position
as an executive officer or director of another entity that is a participant in the transaction, where (a) the related person and his or her immediate
family members own in the aggregate less than a 5% equity interest in such entity, (b) the related person and his or her immediate family members are
not involved in the negotiation of the terms of the transaction, and (c) the amount involved in the transaction equals less than 2% of the annual gross
revenues of each of CIT and the other entity that is a participant in the transaction. |
|
judgment, integrity, commitment, and candor; |
|
leadership and decision-making experience in complex
organizations, including corporations, banking and financial institutions and government, education, and military institutions; |
|
expertise, knowledge, and skills useful for overseeing our
business; and |
|
diversity of background, perspectives, skills and
experience. |
|
presides over all meetings of the Board at which the Chairman is
not present; |
|
presides at executive sessions of the Board; |
|
approves meeting agendas for the Board to ensure that management
is addressing all matters of concern or interest to the Board and that sufficient time for discussion is allocated for each matter; and |
|
serves as a liaison between the Chairman and the independent
directors. |
Director |
Audit Committee |
Compensation Committee |
Nominating
& Governance Committee |
Risk Management Committee |
Special Compliance Committee |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Michael J.
Embler |
|
|
|||||||||||||
William M.
Freeman |
|
||||||||||||||
David M.
Moffett |
|
||||||||||||||
R. Brad
Oates |
|
||||||||||||||
Marianne M.
Parrs |
CHAIR |
|
|||||||||||||
Gerald
Rosenfeld |
CHAIR |
||||||||||||||
Vice Admiral
John R. Ryan |
|
|
|||||||||||||
Seymour
Sternberg |
CHAIR |
||||||||||||||
Peter J.
Tobin |
|
CHAIR |
|||||||||||||
Laura S.
Unger |
CHAIR |
|
|||||||||||||
2011
Meetings |
18 |
7 |
5 |
8 |
12 |
|
conducts its duties consistent with its written charter, which
it reviews and updates (if appropriate) at least annually; |
|
conducts a self-evaluation annually; |
|
cooperates and coordinates with the other Board Committees on
areas where the substance of their activities overlap; and |
|
regularly reports to the Board. |
|
monitoring the quality and integrity of our financial reporting
process, financial statements and systems of internal controls regarding finance and accounting; |
|
monitoring compliance with our Code of Business
Conduct, other compliance policies, and legal and regulatory requirements; |
|
reviewing the budget, plan and activities of the Internal Audit
Department and the appointment, performance and replacement of the Chief Auditor; |
|
retaining, determining the compensation of, and monitoring the
qualifications, independence and performance of the independent auditors, including approving in advance all audit and non-audit engagements;
and |
|
overseeing the management of our financial, litigation and
compliance risks. |
|
oversight, review and approval of the overall goals and purposes
of CITs incentive compensation programs for all employees, to ensure that such programs appropriately balance risk and financial results and do
not encourage excessive risk taking; |
|
reviewing and recommending to the Board for approval the
corporate goals and objectives relevant to CEO compensation; |
|
recommending to the Board the compensation and benefits for the
CEO considering CITs and his performance relative to financial, strategic and other goals and objectives approved by the Board and the value of
compensation granted to CEOs at comparable or peer companies; |
|
approving the compensation for our executive officers and
reviewing the compensation for all employees other than our executive officers whose annual compensation exceeds US$1 million; |
|
meeting at least annually to discuss and evaluate employee
compensation plans with CITs Chief Risk Officer in light of an assessment of any risk posed to CIT, to ensure that such plans do not encourage
employees to take unnecessary and excessive risks and to ensure that such plans do not encourage the manipulation of CITs reported earnings to
enhance the compensation of any of CITs employees; |
|
receiving and reviewing, jointly with the Risk Management
Committee, managements assessment of the effectiveness of the design and operation of CITs incentive compensation programs in providing
risk-taking incentives that are consistent with the safety and soundness of CIT; |
|
maintaining compensation practices that are consistent with
applicable market standards and compliant with applicable regulatory requirements; |
|
approving significant amendments to the retirement, severance
and other compensation and benefit plans in which our executive officers participate; |
|
discussing, reviewing with management and approving the
disclosure regarding compensation and benefit matters and the Compensation Discussion and Analysis in CITs annual proxy statement;
and |
|
approving the Compensation Committee Report for
inclusion in our annual proxy statement. |
|
identifying and recommending qualified candidates to fill positions on the Board and its Board Committees; |
|
reviewing and recommending to the Board the compensation and
benefits for directors (other than directors who are also employees of CIT); |
|
overseeing the evaluation of the structure, duties, size,
membership and functions of the Board and its Board Committees; |
|
overseeing the self-evaluation of the Board and its Board
Committees; |
|
overseeing Corporate Governance Guidelines and related
policies; |
|
overseeing the succession planning process for CITs Chief
Executive Officer, executive officers and senior managers; and |
|
reviewing disclosures in CITs annual proxy statement
regarding the Governance Committee and the director nominating process, as well as any stockholder proposals and statements in opposition. |
|
overseeing our enterprise risk management functions and
processes, including reviewing and recommending to the Board an annual risk appetite statement, overseeing CITs risk monitoring programs and
processes, and monitoring the performance and quality of CITs credit portfolio, reviewing and assessing CITs |
risk grading methodology, and
confirming that sufficient and appropriate resources are dedicated to risk management; |
|
reviewing the plan, budget, activities, organizational
structure, staffing, scope of authority and qualifications of the loan review organization responsible for auditing compliance with CITs credit
policies and practices; |
|
reviewing and ensuring the adequacy of CITs business
continuity and disaster recovery plans, training programs, and threat analysis; |
|
reviewing and ensuring the adequacy of CITs information
security policies and technology risk management program; and |
|
reviewing CITs corporate insurance program at least
annually. |
|
depending on the nature of the concern or issue, your
communication may be referred to CITs Chief Auditor, General Counsel, Head of Human Resources or other appropriate executive for processing,
investigation, and follow-up action; |
|
concerns relating to CITs accounting, internal accounting
controls or auditing matters will be referred to the Audit Committee; and |
|
other concerns may be referred to either CITs Lead
Director or to one or more non-management members or Board Committee. |
Lead Director, Risk, Board Committee Chairs and Directors Serving on more than one Board Committee (1) |
All Other Directors |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Cash
Retainer |
$ | 60,000 | $ 60,000 | |||||||
Equity-Based
Award |
$ | 105,000 to 145,000 | $ 95,000 | |||||||
Total |
$ | 165,000 to 205,000 | $155,000 |
(1) |
Effective May 2011, our Director Compensation Plan was amended to provide for director equity-based awards as follows: $25,000 for serving as Audit Committee Chair, $15,000 for serving as Risk Management, Compensation or Special Compliance Committee Chair, $10,000 for serving as Governance Committee Chair, $15,000 for serving as Lead Director and $10,000 for serving on more than one Board Committee. The amounts listed in the Equity-Based Award and Total rows above represent the range of minimum to maximum such amounts. The maximum amounts therein presume that a director serves as Audit Committee Chair and Lead Director and serves on more than one Board Committee. |
Name |
Fees Earned or Paid in Cash (3) ($) |
Stock Awards (4)(5) ($) |
Total ($) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (b) | (c) | (h) | |||||||||||
John A.
Thain (1) |
$ | $ | $ | |||||||||||
Michael
J. Embler |
$ | 60,000 | $ | 105,000 | $ | 165,000 | ||||||||
William
M. Freeman |
$ | 60,000 | $ | 95,000 | $ | 155,000 | ||||||||
David M.
Moffett |
$ | 60,000 | $ | 95,000 | $ | 155,000 | ||||||||
Marianne
Miller Parrs |
$ | 60,000 | $ | 130,000 | $ | 190,000 | ||||||||
Daniel
A. Ninivaggi (2) |
$ | $ | $ | |||||||||||
R. Brad
Oates |
$ | 60,000 | $ | 95,000 | $ | 155,000 | ||||||||
Gerald
Rosenfeld |
$ | 60,000 | $ | 110,000 | $ | 170,000 | ||||||||
Vice
Admiral John R. Ryan |
$ | 60,000 | $ | 120,000 | $ | 180,000 | ||||||||
Seymour
Sternberg |
$ | 60,000 | $ | 110,000 | $ | 170,000 | ||||||||
Peter J.
Tobin |
$ | 60,000 | $ | 120,000 | $ | 180,000 | ||||||||
Laura S.
Unger |
$ | 60,000 | $ | 115,000 | $ | 175,000 |
(1) |
Mr. Thains compensation during 2011 was based solely on
his role as CEO of CIT, as disclosed in the Summary Compensation Table and discussed in the Compensation Discussion and
Analysis section of this Proxy Statement. |
(2) |
Mr. Ninivaggi did not receive any payments or equity-based
grants during 2011 for service as a director. Mr. Ninivaggi received retainer payments during 2010 that covered his services through his resignation
from the Board in May 2011. |
(3) |
During 2011, directors received an annual retainer of $60,000,
which was payable in cash or converted to a number of RSUs at each directors election. The grant date fair value of RSUs received at each
directors election did not exceed the value of the foregone cash retainer, and no amount related to such awards is therefore included in the
Stock Awards column. RSUs received at each directors |
election during 2011 as part of their retainer are itemized as
follows: |
Annual Retainer |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Cash |
RSUs |
||||||||||
Mr.
Rosenfeld |
$ |
$60,000 | |||||||||
Mr.
Sternberg |
$30,000 |
$30,000 |
RSUs received at each directors election were converted to
a number of units based on the closing price of CIT common stock on each grant date and are scheduled to vest 100% on the first anniversary of the date
of the award. The number of RSUs granted and the grant date fair value of awards granted at each directors election, corresponding to the values
above, are as follows: |
Grant Date |
# RSUs |
Grant Date Fair Value |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr.
Rosenfeld |
5/10/11 | 694 | $30,000 | |||||||||||
10/26/11 | 843 | $30,000 | ||||||||||||
Mr.
Sternberg |
5/10/11 | 347 | $15,000 | |||||||||||
10/26/11 | 422 | $15,000 |
(4) |
Represents the aggregate grant date fair value of RSUs granted
during 2011 for each director, other than for RSUs granted as part of the annual retainer and described in footnote 3 above. These amounts do not
represent the actual value realized by each director. The grant date fair value is determined in accordance with FASB ASC 718 (ASC
718) based on the closing price of CIT common stock on the date of grant. The number of RSUs granted during 2011 was determined based on the
closing price of CIT common stock on each grant date and are scheduled to vest in equal installments on the first, second, and third anniversaries of
the date of the award. The number of RSUs and grant date fair value of awards are as follows: |
Grant Date |
# RSUs |
Grant Date Fair Value |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr.
Embler |
5/10/11 | 2,428 | $ | 105,000 | |||||||||||
Messrs.
Freeman, Moffett and Oates |
5/10/11 | 2,197 | $ | 95,000 | |||||||||||
Ms.
Miller Parrs |
5/10/11 | 2,428 | $ | 105,000 | |||||||||||
7/27/11 | 620 | $ | 25,000 | ||||||||||||
Messrs.
Rosenfeld |
5/10/11 | 2,428 | $ | 105,000 | |||||||||||
and
Sternberg |
7/27/11 | 124 | $ | 5,000 | |||||||||||
Messrs.
Ryan and |
5/10/11 | 2,428 | $ | 105,000 | |||||||||||
Tobin |
7/27/11 | 372 | $ | 15,000 | |||||||||||
Ms.
Unger |
5/10/11 | 2,428 | $ | 105,000 | |||||||||||
7/27/11 | 248 | $ | 10,000 |
The RSUs listed above are scheduled to either settle 50% in cash
and 50% in shares, or 100% in shares based on director elections. |
(5) |
The following table sets forth the aggregate number of
equity-based awards outstanding at December 31, 2011. |
Stock Options |
Restricted Stock Shares |
RSUs |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr.
Embler |
7,506 | 869 | 4,244 | ||||||||||||
Mr.
Freeman |
4,558 | 1,014 | 3,839 | ||||||||||||
Mr.
Moffett |
| | 5,471 | ||||||||||||
Ms.
Miller Parrs |
4,558 | 1,014 | 4,864 | ||||||||||||
Mr.
Ninivaggi |
7,805 | | | ||||||||||||
Mr.
Oates |
7,506 | 835 | 3,839 | ||||||||||||
Mr.
Rosenfeld |
7,870 | 1,294 | 5,905 | ||||||||||||
Mr.
Ryan |
4,558 | 1,014 | 4,616 | ||||||||||||
Mr.
Sternberg |
5,217 | 1,014 | 5,136 | ||||||||||||
Mr.
Tobin |
4,902 | 1,090 | 4,616 | ||||||||||||
Ms.
Unger |
5,815 | 1,294 | 4,492 |
RSUs were the only form of equity-based awards granted to
directors during 2011. The use of stock options and restricted stock shares was discontinued in April 2010. |
Title of Class of Stock |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percentage of Common Stock |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Common
Stock |
Fairholme CapitalManagement, L.L.C.(1) 4400 Biscayne Boulevard, 9th Floor Miami, FL 33137 |
(2) 18,616,669 |
9.30% |
|||||||||||
Common
Stock |
OppenheimerFunds, Inc. Two World Financial Center 225 Liberty Street New York, NY 10281 |
(3) 12,835,841 |
6.40% |
(1) |
Fairholme Capital Management, L.L.C. reports on behalf of
itself, Bruce R. Berkowitz, and Fairholme Funds, Inc. |
(2) |
Fairholme Capital Management, L.L.C. reports shared voting power
over 17,447,629 shares and shared dispositive power over 18,616,669 shares. |
(3) |
OppenheimerFunds, Inc. reports shared voting power over 12,835,841 shares and shared dispositive power over 12,835,841 shares. |
Name of Individual |
Amount and Nature of Beneficial Ownership (CIT Common Stock and Exchangeable Shares) (1)(2)(3)(4)(5)(6)(7) |
Percentage of Class |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
John A.
Thain |
166,414 | * | ||||||||
Michael J.
Embler |
11,507 | * | ||||||||
William M.
Freeman |
4,968 | * | ||||||||
David M.
Moffett |
1,274 | * | ||||||||
R. Brad
Oates |
7,914 | * | ||||||||
Marianne
Miller Parrs |
5,011 | * | ||||||||
Gerald
Rosenfeld |
8,808 | * | ||||||||
John R.
Ryan |
5,011 | * | ||||||||
Seymour
Sternberg |
19,088 | * | ||||||||
Peter J.
Tobin |
5,719 | * | ||||||||
Laura S.
Unger |
6,267 | * | ||||||||
Nelson J.
Chai |
20,881 | * | ||||||||
Peter J.
Connolly |
6,558 | * | ||||||||
James L.
Hudak |
5,878 | * | ||||||||
C. Jeffrey
Knittel |
10,422 | * | ||||||||
Scott T.
Parker |
18,626 | * | ||||||||
All Directors
and Executive Officers as a group (24 persons) |
348,116 | * |
* |
Represents less than 1% of our total outstanding Common
Stock. |
(1) |
Includes RSUs awarded to Mr. Thain that are fully vested,
including 69,578 that are subject to a three year holding period, none of which have voting rights, and 56,836 that have voting rights due to the
expiration of RSU holding period and settlement in stock (less shares withheld to cover tax obligations). |
(2) |
Includes RSUs awarded under our equity compensation plans which
have voting rights due to the expiration of the holding period and their settlement in stock (less shares withheld to cover tax obligations), in the
following amounts: Mr. Thain 56,836, Mr. Embler 453, Mr. Freeman 410, Mr. Moffett 1,274, Mr. Oates 410, Ms. Parrs
453, Mr. Rosenfeld 453, Mr. Ryan 453, Mr. Sternberg 453, Mr. Tobin 453, Ms. Unger 453, Mr. Chai
20,881, Mr. Connolly 6,558, Mr. Hudak 5,878, Mr. Knittel 10,442, Mr. Parker 18,626, and 43,770 to all other executive
officers as a group. |
(3) |
Includes shares of restricted stock issued under our equity
compensation plans, for which the holders have voting rights, but for which ownership has not vested, in the following amounts: Mr. Embler 852
shares, Mr. Freeman 507 shares, Mr. Oates 835 shares, Ms. Parrs 507 shares, Mr. Rosenfeld 648 shares, Mr. Ryan 507
shares, Mr. Sternberg 507 shares, Mr. Tobin 545 shares, and Ms. Unger 648 shares. |
(4) |
Includes shares of CIT common stock issuable pursuant to stock
options awarded under our equity compensation plan that have vested or are scheduled to vest within 60 days after February 16, 2011 in the following
amounts: Mr. Embler 5,003, Mr. Freeman 3,038, Mr. Oates 5,003, Ms. Parrs 3,038, Mr. Rosenfeld 5,831, Mr. Ryan
3,038, Mr. Sternberg 3,697, Mr. Tobin 3,267, and Ms. Unger 3,875. |
(5) |
Excludes RSUs issued under our equity compensation plans, for
which the holders do not have voting rights, and for which ownership has not vested, in the following amounts: Mr. Thain 123,698, Mr. Moffett
1,827, Mr. Rosenfeld 1,537, Mr. Sternberg 768, Mr. Chai 94,283, Mr. Connolly 33,378, Mr. Hudak 33,394, Mr.
Knittel 66,543, Mr. Parker 78,917, and 197,458 to all other executive officers as a group. |
(6) |
Excludes RSUs issued under our equity compensation plans, for
which the holders do not have voting rights, for which ownership has not vested, and for which settlement shall be made 50% in cash and 50% in stock,
in the following amounts: Mr. Embler 4,244 (2,428 of which Mr. Embler elected to settle 100% in stock), Mr. Freeman 3,839, Mr. Moffett
3,644 (2,197 of which Mr. Moffett elected to settle 100% in stock), Mr. Oates 3,839 (2,197 of which Mr. Oates elected to settle 100% in
stock), Ms. Parrs 4,864, Mr. Rosenfeld 4,368 (2,552 of which Mr. Rosenfeld elected to settle 100% in stock), Mr. Ryan 4,616 (2,800
of which Mr. Ryan elected to |
settle 100% in stock), Mr. Sternberg 4,368, Mr. Tobin
4,616 (2,800 of which Mr. Tobin elected to settle 100% in stock), and Ms. Unger 4,492. |
(7) |
Includes 5,221 shares of CIT common stock held in a GRAT trust
for which Mr. Sternberg has disclaimed beneficial ownership. |
Name | Age |
Position | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
John A. Thain
(1) |
56 |
Chairman of the
Board and Chief Executive Officer of CIT |
||||||||||
Ron
Arrington |
50 |
President, Global
Vendor Finance |
||||||||||
Nelson J.
Chai |
46 |
President |
||||||||||
Peter
Connolly |
46 |
Co-President,
Corporate Finance |
||||||||||
John F.
Daly |
63 |
President, Trade
Finance |
||||||||||
Carol
Hayles |
51 |
Executive Vice
President and Controller |
||||||||||
James L.
Hudak |
48 |
Co-President,
Corporate Finance |
||||||||||
Robert J.
Ingato |
51 |
Executive Vice
President, General Counsel and Secretary |
||||||||||
C. Jeffrey
Knittel |
53 |
President,
Transportation Finance |
||||||||||
Scott T.
Parker |
44 |
Executive Vice
President and Chief Financial Officer |
||||||||||
Lisa K.
Polsky |
54 |
Executive Vice
President and Chief Risk Officer |
||||||||||
Raymond J.
Quinlan |
59 |
Executive Vice
President Banking |
||||||||||
Margaret D.
Tutwiler |
60 |
Executive Vice
President Communications and Government Relations |
||||||||||
Lisa D.
Zonino |
50 |
Executive Vice
President Human Resources |
(1) |
See Directors Nominees in this Proxy Statement for Mr. Thains biographical information. |
John A. Thain
|
Chairman & Chief Executive Officer |
|||||
Nelson J. Chai
|
President |
|||||
Scott T. Parker
|
Chief
Financial Officer |
|||||
C. Jeffrey
Knittel |
President, Transportation Finance |
|||||
Peter Connolly
|
Co-President, Corporate Finance |
|||||
James L. Hudak
|
Co-President, Corporate Finance |
§ |
Pre-tax Income Excluding Fresh Start Accounting
(FSA) Net Accretion and Debt Related Costs1 improved from a $575 million
loss in 2010 to $302 million of income in 2011. This measure is generally more comparable with the results of other financial institutions, given the
ongoing impact of FSA on CITs reported pre-tax income. |
(dollars in millions) | Years Ended December 31, |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2011 | 2010 | ||||||||||
Pre-tax
Income/(Loss) Reported |
190.2 | 779.1 | |||||||||
Net FSA
Accretion (excluding debt related acceleration) |
(416.9 | ) | (1,406.1 | ) | |||||||
Accelerated FSA
Net Discount/(Premium) on Debt Extinguishments and Repurchases |
279.2 | (85.8 | ) | ||||||||
Pre-tax Income
(Loss) Excluding Net FSA Accretion |
52.5 | (712.8 | ) | ||||||||
Debt Related
Prepayment Penalties |
114.2 | 137.9 | |||||||||
Debt Related
Loss on Debt Extinguishments |
134.8 | | |||||||||
Pre-tax Income
(Loss) Excluding FSA Net Accretion & Debt Related Costs |
301.5 | (574.9 | ) |
§ |
Funded new business commercial loan and lease volume increased
73% from $4.5 billion in 2010 to $7.8 billion in 2011. |
§ |
Since January 2010, including redemptions completed in the first
quarter of 2012, CIT has eliminated or refinanced approximately $22 billion of high cost debt, including $7.5 billion of first lien debt, its entire
$12.3 billion of Series A Second-Priority Secured Notes (Series A Notes) and its entire $2.1 billion of Series B Second-Priority
Secured Notes. |
§ |
During 2011 we also completed over $7.5 billion of secured
financings, including a $2 billion revolving credit facility, and exchanged $8.8 billion of Series A Notes into Series C Notes during 2011. |
§ | Refinancing activities described above, in conjunction with net
deposit growth of $1.7 billion, reduced our weighted average coupon rates on outstanding deposits and long-term borrowings from 5.31% at December 31,
2010 to 4.71% at December 31, 2011. Including the $3.25 billion Series C Notes offering in February 2012 and $6.5 billion of Series A Notes redemptions
completed in the first quarter of 2012, the weighted average coupon rates on outstanding deposits and long-term borrowings would have been 4.28% at
December 31, 2011. |
§ |
Portfolio credit quality improved. Net charge-offs of $265
million declined from $465 million in 2010 with the majority of the improvement in Vendor Finance. For the commercial segments, net charge-offs as a
percentage of finance receivables improved from 2.04% in 2010 to 1.68% in 2011. The provision for credit losses was $270 million, down from $820
million in 2010. |
§ |
Established specific goals and weightings to gauge Company and
CEO performance for 2011; |
§ |
Maintained 2011 base salaries for executives at a maximum, set
at $500,000; |
§ |
Transitioned Mr. Thain from a compensation structure consistent
with the restrictions of the Troubled Asset Relief Program (TARP) on incentives to one that is performance-based and consistent with a strong
risk-management framework; |
§ |
Awarded annual and long-term incentive awards with respect to
2011 performance consistent with our 2011 business results; |
§ |
Each of our NEOs received no less than 60% of his 2011 variable
compensation in the form of RSUs that vest and settle over a period of three years; |
§ |
Identified a specific group of peer companies for comparison
purposes to the competitive market; and |
§ |
Introduced minimum stock ownership guidelines for executives
determined as a multiple of salary, to supplement the existing 50% retention requirement. |
§ |
Established total compensation targets for each executive
officer, with short-term incentive targets linked with specific goals and objectives that may result in payouts that range between 0% to 200% of
target; |
§ |
Introduced a new long-term component in the form of Performance
Share Units (PSUs) that will be based on explicit growth and margin measures over a three-year period, and include explicit
risk-based clawback triggers; and |
§ |
Implemented a tiered salary structure to better align the mix
between fixed and variable elements of total compensation. |
1. |
Attract, retain and motivate high quality executives and
staff compensation structure and levels should be prudent and aligned with performance, and competitive with the market. |
2. |
Pay for performance/meritocracy reward executives
and employees based on a combination of company, business and individual performance, using external competitive market data and trends as a
reference. |
3. |
Reinforce long term view of CIT performance and value
creation through the significant use of deferred equity-based awards and long term equity ownership requirements, provide alignment with
shareholders over an extended three-year performance period. |
4. |
Make compensation decisions in accordance with strong
governance, oversight, and risk management evaluate performance over relevant performance cycles, and ensure incentive compensation does not
encourage unnecessary and excessive risk; fixed and variable components should be appropriate for the roles and responsibilities of individuals or
groups of employees. |
§ Ameriprise Financial Inc. |
§ Hudson City Bancorp, Inc. |
|||||
§ BB&T Corporation |
§ Huntington Bancshares Incorporated |
|||||
§ City National Corp. |
§ KeyCorp |
|||||
§ Comerica Incorporated |
§ M&T Bank Corporation |
|||||
§ Discover Financial Services |
§ New York Community Bancorp Inc. |
|||||
§ Fifth Third Bancorp |
§ Northern Trust Corporation |
|||||
§ First Horizon National Corporation |
§ NYSE Euronext, Inc. |
|||||
§ Fiserv, Inc. |
§ Regions Financial Corp. |
|||||
§ Genworth Financial Inc. |
Goal |
Weight |
Assessment |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
§ Significantly reduce the cost of capital, and shift funding mix toward bank deposits; |
15% |
Exceeds |
||||||||
§ Make substantial progress on all of the open items in the Written Agreement, and obtain a termination of the Cease &
Desist Orders imposed on CIT Bank; |
20% |
Meets |
||||||||
§ Manage expenses for reduced balance sheet and maintain profitability; |
10% |
Meets |
||||||||
§ Grow earning assets through a controlled, risk managed process; |
10% |
Exceeds |
||||||||
§ Grow Asia and Latin America business; |
10% |
Meets |
||||||||
§ Advance risk management, compliance and control functions; |
15% |
Meets |
||||||||
§ Maintain strong capital ratios and liquidity; |
10% |
Exceeds |
||||||||
§ Build Trade Finance client base. |
10% |
Under Perform |
§ |
Realigned global Vendor Finance business (shift in U.S. to CIT
Bank, reorganization in Europe, and driving growth strategies in Latin America and Asia) and oversaw new business in Corporate Finance; |
§ |
Fostered culture of innovation and improved management
leadership; improved the overall financial health of the Company by advancing strategic initiatives to drive long-term efficiencies; |
§ |
Managed expenses below plan targets, excluding one-time items,
including the establishment of a corporate procurement group and reducing corporate insurance premiums by 25%; and |
§ |
Managed successful implementation of student loan servicing
platform transition. |
§ |
Improved the overall financial health of the Company through
reduced borrowing costs and diversified funding sources, including restructuring and implementing secured financings to generate cash
liquidity; |
§ |
Simplified organizational structure within the global Finance
function to reduce complexity, improve controllership, and align organization with business priorities; |
§ |
Enhanced business forecasting and analysis and improved credit
reporting, and external disclosures; and |
§ |
Devised strategies to improve communication with equity and
fixed income investors, as well as credit rating agencies. |
§ |
Enhanced revenue by maximizing utilization and renewal rates,
and exploring opportunities for greater non-spread and fee income; |
§ |
Significantly increased Business Air and Leveraged Finance
portfolios, and expanded lending opportunities; |
§ |
Improved platform effectiveness by reducing maintenance and
relocation costs in Rail and Air businesses, and reduced transition times; and |
§ |
Diversified funding sources and reduced money costs for
Transportation Finance by securing commercial bank loans, increasing origination within CIT Bank and identifying efficient new funding
structures. |
§ |
Continued momentum to grow profitable new business volume and
developed new product offerings; drove realization of non-spread revenue from fee income, gain on asset sales and recoveries of previous
charge-offs; |
§ |
Managed expenses and efficiencies; majority of new U.S. business
volume funded within CIT Bank; |
§ |
Determined and executed funding strategy for Canada and Europe;
and |
§ |
Fostered enhancements to risk management and compliance culture
within Corporate Finance, and reduced level of non- and under-performing assets. |
$000s | |||||||||||||||||||||||||||||||
2011 Annual Cash and | Equity as a % of | ||||||||||||||||||||||||||||||
Annual | Equity Incentives | Total | Total | Total | |||||||||||||||||||||||||||
Name | Salary (1) | Cash (2) | RSUs (3) | Total | Comp.(4)(5) | Comp. | Incentive | ||||||||||||||||||||||||
Thain,
John A. |
$ | 500.0 | $ | 1,875.0 | $ | 5,500.0 | $ | 7,375.0 | $ | 7,875.0 | 70 | % | 75 | % | |||||||||||||||||
Chai,
Nelson J. |
$ | 500.0 | $ | 1,166.7 | $ | 2,333.3 | $ | 3,500.0 | $ | 4,000.0 | 58 | % | 67 | % | |||||||||||||||||
Parker,
Scott T. |
$ | 500.0 | $ | 933.3 | $ | 1,866.7 | $ | 2,800.0 | $ | 3,300.0 | 57 | % | 67 | % | |||||||||||||||||
Knittel,
C. Jeffrey |
$ | 500.0 | $ | 750.0 | $ | 1,500.0 | $ | 2,250.0 | $ | 2,750.0 | 55 | % | 67 | % | |||||||||||||||||
Connolly,
Peter J. |
$ | 500.0 | $ | 477.5 | $ | 722.5 | $ | 1,200.0 | $ | 1,700.0 | 43 | % | 60 | % | |||||||||||||||||
Hudak,
James L. |
$ | 500.0 | $ | 477.5 | $ | 722.5 | $ | 1,200.0 | $ | 1,700.0 | 43 | % | 60 | % |
(1) |
Base salary is included as an annual rate, which may differ from
the amounts actually paid and reported in the Summary Compensation Table due to salary adjustments during the year; |
(2) |
Reflects cash incentives paid in early 2012 for the 2011
performance year; |
(3) |
Other than for Mr. Thain, the values above include RSUs granted
during February 2012 in respect of performance during 2011, which are generally higher than the amounts reported under Stock Awards in the Summary
Compensation Table; Mr. Thain received RSUs during February 2011 to directly align his compensation with the performance of CIT stock over 2011 through
2013; |
(4) |
Cash retention amounts underlying awards granted during the 2009
performance year and paid during 2011 are |
reported in the Summary Compensation Table, but are excluded from the amounts shown above; and |
(5) |
The amounts above exclude values reported in columns (g) Non-Equity Incentive Plan Compensation, (h) Change |
in Pension Value and Nonqualified Deferred Compensation Earnings and (i) All Other Compensation of the Summary Compensation Table. |
§ |
Base Salary |
§ |
Variable Compensation |
|
Cash Incentive |
|
Restricted Stock Units |
|
Performance Share Units |
Name and Principal Position |
Year |
Salary (1) ($) |
Bonus (2) ($) |
Stock Awards (3) ($) |
Option Awards (4) ($) |
Non-Equity Incentive Plan Compensation (5) ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings (6)(7) ($) |
All Other Compen- sation (8) ($) |
Total ($) |
||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||||||||||||
John A.
Thain (9) |
2011 |
$500,000 |
$1,875,000 |
$5,775,000 |
$ |
$ |
$20,136 |
$50,279 |
$8,220,415 |
||||||||||||||||||||||||||||||
Chairman
and Chief |
2010 |
$451,923 |
$ |
$6,196,154 |
$ |
$ |
$ |
$41,068 |
$6,689,145 |
||||||||||||||||||||||||||||||
Executive Officer |
|||||||||||||||||||||||||||||||||||||||
Nelson
J. Chai |
2011 |
$500,000 |
$1,166,667 |
$ |
$ |
$ |
$11,574 |
$8,352 |
$1,686,593 |
||||||||||||||||||||||||||||||
President |
2010 |
$296,154 |
$ |
$2,500,000 |
$ |
$ |
$ |
$5,421 |
$2,801,575 |
||||||||||||||||||||||||||||||
Scott T.
Parker |
2011 |
$500,000 |
$933,333 |
$247,500 |
$ |
$ |
$9,800 |
$13,252 |
$1,703,885 |
||||||||||||||||||||||||||||||
Executive Vice President |
2010 |
$251,923 |
$252,500 |
$2,000,000 |
$ |
$ |
$ |
$457,668 |
$2,962,091 |
||||||||||||||||||||||||||||||
Chief
Financial Officer |
|||||||||||||||||||||||||||||||||||||||
C.
Jeffrey Knittel |
2011 |
$497,981 |
$750,000 |
$1,322,500 |
$ |
$1,000,000 |
$1,193,391 |
$13,252 |
$4,777,124 |
||||||||||||||||||||||||||||||
President, Transportation |
2010 |
$460,096 |
$677,500 |
$600,000 |
$ |
$ |
$1,003,335 |
$17,513 |
$2,758,444 |
||||||||||||||||||||||||||||||
Finance |
2009 |
$401,539 |
$ |
$ |
$67,667 |
$ |
$549,130 |
$54,487 |
$1,072,823 |
||||||||||||||||||||||||||||||
Peter J.
Connolly (10) |
2011 |
$488,692 |
$477,500 |
$647,500 |
$ |
$750,000 |
$43,643 |
$13,252 |
$2,420,587 |
||||||||||||||||||||||||||||||
President, Co-Head |
|||||||||||||||||||||||||||||||||||||||
Corporate Finance |
|||||||||||||||||||||||||||||||||||||||
James.
L. Hudak (10) |
2011 |
$487,885 |
$477,500 |
$647,500 |
$ |
$750,000 |
$77,948 |
$13,252 |
$2,454,085 |
||||||||||||||||||||||||||||||
President, Co-Head |
|||||||||||||||||||||||||||||||||||||||
Corporate Finance |
(1) |
Messrs. Knittel, Connolly, and Hudak received an increase
resulting in an annual base salary of $500,000 effective February 1, 2011. |
(2) |
The bonus amounts shown in respect of performance during 2011
are more fully described in the CD&A. |
(3) |
Represents the aggregate grant date fair value of stock awards
granted during 2011, 2010 and 2009, as applicable, computed in accordance with ASC 718, for each named executive officer. These amounts do not
represent the actual value realized by each named executive officer in each year. The grant date fair value is determined based on the closing price of
CIT common stock on the date of grant. The amounts shown for Mr. Thain include the grant date fair value of stock salary awards granted during 2010 and
2011. |
(4) |
CIT has not granted stock options to employees since 2009. The
amount shown for Mr. Knittel represents the aggregate grant date fair value of stock options granted during 2009, computed in accordance with ASC 718.
This amount represents neither the actual value realized by, nor the compensation value assigned to the award by the Compensation Committee in granting
the award to Mr. Knittel. The valuation method and related |
assumptions used to determine the stock option compensation cost recognized is further
discussed in our Annual Report on Form 10-K filed with the SEC on February 29, 2012, under the heading Stock-Based Compensation in
Note 18 Retirement, Postretirement and Other Benefit Plans to the consolidated financial statements. |
(5) |
The amounts shown for Messrs. Knittel, Connolly and Hudak
represent retention awards granted during January 2009 in the form of fixed cash payments that vested over two years and became 100% payable during
January 2011. |
(6) |
Amounts shown in this column represent the difference between
the cumulative actuarial present value of accumulated pension benefits on December 31, 2011 and December 31, 2010 under three retirement arrangements
maintained by CIT: the New Executive Retirement Plan of CIT Group Inc. (the Executive Retirement Plan which has been closed to new
participants since 2006), of which Mr. Knittel is the only named executive officer to participate; the CIT Group Inc. Supplemental Retirement Plan (the
Supplemental Retirement Plan); and the CIT Group Inc. Retirement Plan (the Retirement |
Plan). The Executive Retirement Plan and the Supplemental
Retirement Plan are nonqualified plans. The Retirement Plan is a tax-qualified defined benefit pension plan that covers eligible salaried employees in
the United States. These retirement arrangements are discussed in further detail under the heading Narrative Information Relating to Retirement
Arrangements for Named Executive Officers that follows the Pension Benefits Table in this Proxy Statement. |
(7) |
None of our NEOs participated in the CIT Group Inc. Deferred
Compensation Plan (the DCP) in 2011, 2010 and 2009, and did not receive any above-market or preferential earnings in respect of any plan or
benefit provided by the Company. |
(8) |
The following supplemental table sets forth for 2011 the
components of income reported as All Other Compensation above, based on the incremental cost to CIT of providing the benefit: |
Name |
Car and Driver |
401(k) Match |
Life Insurance |
Total |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr.
Thain |
$37,027 |
$12,250 |
$1,002 |
$50,279 |
||||||||||||||
Mr.
Chai |
$ |
$7,350 |
$1,002 |
$8,352 |
||||||||||||||
Mr.
Parker |
$ |
$12,250 |
$1,002 |
$13,252 |
||||||||||||||
Mr.
Knittel |
$ |
$12,250 |
$1,002 |
$13,252 |
||||||||||||||
Mr.
Connolly |
$ |
$12,250 |
$1,002 |
$13,252 |
||||||||||||||
Mr.
Hudak |
$ |
$12,250 |
$1,002 |
$13,252 |
The amount shown above for Car and Driver represent the
proportional cost to CIT associated with the personal usage of a company-provided car and driver. For income tax purposes, income is imputed without
any tax gross-up reimbursement. |
Matching employer contributions under the CIT Group, Inc.
Savings Plan, our 401(k) plan (the Savings Incentive Plan), consist of up to a 5% match of pre-tax contributions by each executive,
up to the annual limits established by the Internal Revenue Service. |
Amounts shown above represent company-paid life insurance
premiums on behalf of each named executive officer. The NEOs are covered by life insurance policies under the same terms as other full-time and
part-time U.S. employees working at least 20 hours per week. The life insurance benefit for covered employees is equal to one times annual benefits pay
up to a maximum benefit of $500,000. Benefits pay is generally equal to a covered employees base salary plus an average of other pay during the
preceding 36 months. |
Refer to the Summary Compensation Tables and accompanying
footnotes disclosed in the Companys proxy statements filed with the SEC during 2011 and 2010, for underlying details of amounts reported as All
Other Compensation for 2010 and 2009, respectively. |
(9) |
Mr. Thains compensation during 2011 was based solely on
his role as CEO of CIT. Mr. Thain did not receive additional compensation for serving as a director of CIT. |
(10) |
Messrs. Connolly and Hudak were not NEOs in 2010 and 2009;
therefore, pursuant to SEC disclosure rules, only 2011 compensation data for Messrs. Connolly and Hudak is included in the Summary Compensation
Table. |
Name |
Grant Date |
Award Approval Date (1) |
Estimated Future Payouts Under Equity Incentive Plan Awards Target (#) |
Grant Date Fair Value of Stock and Option Awards (2) ($) |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (b) | (g) | (l) | |||||||||||||||
John A.
Thain (3) |
1/4/11 | 2/5/10 | 4,554 | $211,538 | ||||||||||||||
1/18/11 | 2/5/10 | 1,299 | $63,462 | |||||||||||||||
2/16/11 | 1/19/11 | 123,902 | (4) | $5,500,000 | ||||||||||||||
Nelson J.
Chai |
n/a |
n/a |
| $ | ||||||||||||||
Scott T.
Parker (5) |
2/16/11 | 1/18/11 | 5,576 | $247,500 | ||||||||||||||
C.
Jeffrey Knittel (5) |
2/16/11 | 1/18/11 | 29,793 | $1,322,500 | ||||||||||||||
Peter J.
Connolly (5) |
2/16/11 | 1/18/11 | 14,587 | $647,500 | ||||||||||||||
James. L. Hudak (5) |
2/16/11 | 1/18/11 | 14,587 | $647,500 |
(1) |
Equity compensation awards are granted by action of the
Compensation Committee and/or the full Board. During |
2011, in all cases, approvals for awards were obtained prior to the grant dates as indicated in
the table above. |
Other than stock salary for Mr. Thain, which was granted on
CITs normal bi-weekly payroll schedule broadly in place for U.S.-based employees, awards were granted effective on the second trading day after
CIT publicly announced earnings for the prior quarter. |
(2) |
Stock awards are valued in accordance with ASC 718, based on the
closing price of CIT common stock on each respective date of grant. |
(3) |
Grants to Mr. Thain on January 4, 2011 and January 18, 2011
represent stock salary granted on CITs normal bi-weekly payroll schedule. The stock salary was based on an annualized rate of $5.5 million and 26
normal pay periods. All of Mr. Thains stock salary was granted in the form of RSUs, was fully vested at each date of grant and remains subject to
transfer restrictions for up to three years. This component of Mr. Thains compensation was eliminated during 2011. |
(4) |
Represents the portion of Mr. Thains 2011 equity incentive
granted in the form of RSUs, further described in the CD&A. These RSUs are scheduled to vest one-third per year on each of the first, second and
third anniversaries of the date of grant. |
(5) |
Represents the portion of 2010 equity incentives in the form of
RSUs granted to Mr. Parker, Mr. Knittel, Mr. Connolly and Mr. Hudak during 2011. These RSUs are scheduled to vest one-third per year on each of the
first, second and third anniversaries of the date of grant. |
Stock Awards (1) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) |
|||||||||
(a) | (g) | (h) | |||||||||
John A.
Thain |
164,998 | (2) | $5,753,469 | ||||||||
Nelson J.
Chai |
34,531 | (3) | $1,204,088 | ||||||||
Scott T.
Parker |
32,973 | (4) | $1,149,772 | ||||||||
C. Jeffrey
Knittel |
38,060 | (5) | $1,327,160 | ||||||||
Peter J.
Connolly |
20,098 | (6) | $700,815 | ||||||||
James. L. Hudak |
19,754 | (7) | $688,824 |
(1) |
Shares are valued based on a $34.87 share price, the closing
price of CIT common stock on December 30, 2011. |
(2) |
RSUs including 123,902 granted on February 16, 2011 that are
scheduled to vest one-third per year on each of the first, second and third anniversaries of the date of |
grant, and 41,096 granted on July 29, 2010 that are scheduled to
vest 100% on July 29, 2012. |
(3) |
One unvested installment of RSUs that is scheduled to vest on
June 1, 2013. |
(4) |
RSUs including 5,576 granted on February 16, 2011 that are
scheduled to vest one-third per year on each of the first, second and third anniversaries of the date of grant, and 27,398 representing one unvested
installment of RSUs granted during 2010 that is scheduled to vest on July 29, 2013. |
(5) |
RSUs including 29,793 granted on February 16, 2011 that are scheduled to vest one-third per year on each of the first, second and third anniversaries of the date of grant, and 8,267 representing one unvested installment |
of RSUs granted during 2010 that is scheduled to vest on March 16, 2013. |
(6) |
RSUs including 14,587 granted on February 16, 2011 that are
scheduled to vest one-third per year on each of the first, second and third anniversaries of the date of grant, and 5,511 representing one unvested
installment of RSUs granted during 2010 that is scheduled to vest on March 16, 2013. |
(7) |
RSUs including 14,587 granted on February 16, 2011 that are
scheduled to vest one-third per year on each of the first, second and third anniversaries of the date of grant, and 5,167 representing one unvested
installment of RSUs granted during 2010 that is scheduled to vest on March 16, 2013. |
Stock Awards (1) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Number of Shares Acquired on Vesting (#) |
Value Realized On Vesting (4) ($) |
|||||||||
(a) | (d) | (e) | |||||||||
John A.
Thain |
5,853 | (2) | $275,000 | (5) | |||||||
Nelson J.
Chai |
34,530 | (3) | $1,493,423 | ||||||||
Scott T.
Parker |
27,397 | (3) | $1,088,757 | ||||||||
C. Jeffrey
Knittel |
8,266 | (3) | $345,684 | ||||||||
Peter J.
Connolly |
5,511 | (3) | $230,470 | ||||||||
James. L. Hudak |
5,166 | (3) | $216,042 |
(1) |
No stock options were exercised by any of the NEOs during
2011. |
(2) |
Represents stock salary RSUs that are fully vested, but the
underlying shares have not yet been delivered. Of the number of shares shown, 2,661 shares underlying the RSUs are scheduled to deliver on the first
anniversary of the corresponding dates of grant, and 3,192 shares underlying the RSUs are scheduled to deliver on the third anniversary of the
corresponding dates of grant. |
(3) |
Represents RSUs that vested during 2011. |
(4) |
The value shown was determined by multiplying the aggregate
number of RSUs on each specific vesting date by the closing price of CIT common stock on that date. These prices ranged from $39.74 to $48.85 during
2011. |
(5) |
The actual future value to be realized may differ from the
amount shown based on the closing price of CIT common stock on the respective dates the RSUs are actually delivered. |
Name |
Plan Name |
Number of Years Credited Service (#) |
Present Value of Accumulated Benefit (1) ($) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (b) | (c) | (d) | |||||||||||
John A.
Thain |
CIT Group Inc. Retirement Plan (2) |
0.92 |
$11,070 | |||||||||||
Supplemental Retirement Plan (3) |
0.92 |
$9,066 | ||||||||||||
Executive Retirement Plan (4) |
n/a |
n/a | ||||||||||||
$20,136 | ||||||||||||||
Nelson J.
Chai |
CIT Group Inc. Retirement Plan (2) |
0.58 |
$9,805 | |||||||||||
Supplemental Retirement Plan (3) |
0.58 |
$1,769 | ||||||||||||
Executive Retirement Plan (4) |
n/a |
n/a | ||||||||||||
$11,574 | ||||||||||||||
Scott T.
Parker |
CIT Group Inc. Retirement Plan (2) |
0.50 |
$9,601 | |||||||||||
Supplemental Retirement Plan (3) |
0.50 |
$199 | ||||||||||||
Executive Retirement Plan (4) |
n/a |
n/a | ||||||||||||
$9,800 | ||||||||||||||
C. Jeffrey
Knittel |
CIT Group Inc. Retirement Plan (2) |
28.17 |
$315,404 | |||||||||||
Supplemental Retirement Plan (3) |
28.17 |
$494,949 | ||||||||||||
Executive Retirement Plan (4) |
28.17 |
$3,745,045 | ||||||||||||
$4,555,398 | ||||||||||||||
Peter J.
Connolly |
CIT Group Inc. Retirement Plan (2) |
4.83 |
$51,474 | |||||||||||
Supplemental Retirement Plan (3) |
4.83 |
$95,599 | ||||||||||||
Executive Retirement Plan (4) |
n/a |
n/a | ||||||||||||
$147,073 | ||||||||||||||
James. L.
Hudak |
CIT Group Inc. Retirement Plan (2) |
11.00 |
$146,570 | |||||||||||
Supplemental Retirement Plan (3) |
11.00 |
$310,799 | ||||||||||||
Executive Retirement Plan (4) |
n/a |
n/a | ||||||||||||
$457,369 |
(1) |
The actuarial present value of accumulated benefits was computed
on the basis of the same actuarial assumptions, with the exception of turnover, retirement, and pre-retirement mortality, as used to compute the
accumulated benefit obligation as of December 31, 2011 and as stated in our Annual Report on Form 10-K filed with the SEC on February 29, 2012, in
Note 18 Retirement, Postretirement and Other Benefit Plans to the consolidated financial statements. With regard to turnover,
retirement, and pre-retirement mortality, the present values of the accumulated benefits payable under the Retirement Plan and the Supplemental
Retirement Plan have been computed based on the assumption that the executive would remain employed by CIT until age 65 (the normal retirement age as
defined in both plans) and then retire and collect the accumulated benefit. The present values of the accumulated benefits payable under the Executive
Retirement Plan (which has been closed to new participants since 2006) assumes Mr. Knittel would remain employed by CIT through age 60 (the youngest
age at which benefits can be received without any reduction) or the youngest age of benefit eligibility, and then retire and collect the accumulated
benefit. Eligibility to receive early retirement benefits is more fully described under Narrative Information Relating to Retirement Arrangements
for Named Executive Officers in this Proxy Statement. |
(2) |
The Retirement Plan is our tax-qualified plan and is further
described under Narrative Information Related to Retirement Arrangements for Named Executive Officers in this Proxy Statement. |
(3) |
The Company maintains the Supplemental Retirement Plan for
employees, including the NEOs, whose benefit in the Retirement Plan is subject to limitations imposed under the Tax Code. The Supplemental Retirement
Plan is further described under Narrative Information Related to Retirement Arrangements for Named Executive Officers in this Proxy
Statement. |
(4) |
The Executive Retirement Plan is a nonqualified plan and is
further described under Retirement Arrangements for Named Executive Officers in this Proxy Statement. Messrs. Thain, Chai, Parker, Connolly
and Hudak are not participants in the Executive Retirement Plan. |
Period of Service | % of Benefits Pay |
|||||
---|---|---|---|---|---|---|
1
9 years |
5 |
|||||
10
19 years |
6 |
|||||
20
29 years |
7 |
|||||
30
years or more |
8 |
Name |
Registrant Contributions in Last FY (2) ($) |
Aggregate Earnings in Last FY ($) |
Aggregate Withdrawals / Distributions ($) |
Aggregate Balance at Last FYE ($) |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (c) | (d) | (e) | (f) | ||||||||||||||
John A.
Thain |
$275,000 | $(1,370,686 | ) (3) | $2,117,722 | $2,518,954 | (4) | ||||||||||||
Nelson J.
Chai |
$ | $ | $ | $ | ||||||||||||||
Scott T.
Parker |
$ | $ | $ | $ | ||||||||||||||
C.
Jeffrey Knittel |
$ | $236 | (5) | $ | $5,941 | (5) | ||||||||||||
Peter J.
Connolly |
$ | $ | $ | $ | ||||||||||||||
James. L. Hudak |
$ | $ | $ | $ |
(1) |
None of the named executives elected to participate in the CIT
Group Inc. Deferred Compensation Plan, which is described below under the heading Narrative Information Relating to Nonqualified Deferred
Compensation. |
(2) |
Represents the grant date fair value of stock salary RSUs
granted during 2011. The amounts shown are included in the Stock Awards column for 2011 in the Summary Compensation Table, and underlying
grant details are included in the Grants of Plan-Based Awards table. The stock salary component of Mr. Thains compensation was eliminated during
2011. |
(3) |
Represents the difference between the value of vested stock
salary RSUs subject to transfer restrictions based on the closing price of CIT common stock on December 30, 2011 (or, if applicable, the earlier
settlement date during 2011), and the value of such RSUs based on the closing price of CIT common stock on December 31, 2010 (or, if applicable, the
later contribution date). |
(4) |
Represents the value of vested stock salary awards subject to
transfer restrictions as of December 30, 2011, multiplied by the $34.87 closing price of CIT common stock on that date. |
(5) |
The amounts shown represents earnings during 2011 and the
balance at December 31, 2011 in the SSP. SSP balances reflect accrued benefits prior to the conversion of the Retirement Plan to a cash
balance formula in 2001. Mr. Knittel is the only named executive who participates in the SSP. |
Termination Reason |
Name |
Incremental Severance (1) |
Value of Unvested Plan-Based Awards (2) |
Present Value of Incremental Pension Benefits (3) |
Present Value of Incremental Health/ Welfare Benefits (4) |
Total (5) |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Retirement |
John A. Thain |
n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
Nelson J. Chai |
n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||||
Scott T. Parker |
n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||||
C. Jeffrey Knittel |
$500,000 | n/a | n/a | $ | $500,000 | |||||||||||||||||||||
Peter J. Connolly |
n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||||
James. L. Hudak |
n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||||
Good
Reason or |
John A. Thain |
n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
Involuntary Without |
Nelson J. Chai |
n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
Cause |
Scott T. Parker |
n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
C. Jeffrey Knittel |
$2,500,000 | $1,327,160 | $4,192,983 | $88,829 | $8,108,972 | |||||||||||||||||||||
Peter J. Connolly |
n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||||
James. L. Hudak |
n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||||
Death |
John A. Thain |
n/a | $5,753,469 | n/a | n/a | $5,753,469 | ||||||||||||||||||||
Nelson J. Chai |
n/a | $1,204,088 | n/a | n/a | $1,204,088 | |||||||||||||||||||||
Scott T. Parker |
n/a | $1,149,772 | n/a | n/a | $1,149,772 | |||||||||||||||||||||
C. Jeffrey Knittel |
$1,000,000 | $1,327,160 | n/a | $1,500,000 | $3,827,160 | |||||||||||||||||||||
Peter J. Connolly |
n/a | $700,815 | n/a | n/a | $700,815 | |||||||||||||||||||||
James. L. Hudak |
n/a | $688,824 | n/a | n/a | $688,824 | |||||||||||||||||||||
Disability |
John A. Thain |
n/a | $5,753,469 | n/a | n/a | $5,753,469 | ||||||||||||||||||||
Nelson J. Chai |
n/a | $1,204,088 | n/a | n/a | $1,204,088 | |||||||||||||||||||||
Scott T. Parker |
n/a | $1,149,772 | n/a | n/a | $1,149,772 | |||||||||||||||||||||
C. Jeffrey Knittel |
$1,000,000 | $1,327,160 | n/a | $ | $2,327,160 | |||||||||||||||||||||
Peter J. Connolly |
n/a | $700,815 | n/a | n/a | $700,815 | |||||||||||||||||||||
James. L. Hudak |
n/a | $688,824 | n/a | n/a | $688,824 | |||||||||||||||||||||
Change of
Control |
John A. Thain |
n/a | $5,753,469 | n/a | n/a | $5,753,469 | ||||||||||||||||||||
Nelson J. Chai |
n/a | $1,204,088 | n/a | n/a | $1,204,088 | |||||||||||||||||||||
Scott T. Parker |
n/a | $1,149,772 | n/a | n/a | $1,149,772 | |||||||||||||||||||||
C. Jeffrey Knittel |
$3,000,000 | $1,327,160 | $4,192,983 | $88,829 | $8,608,972 | |||||||||||||||||||||
Peter J. Connolly |
n/a | $700,815 | n/a | n/a | $700,815 | |||||||||||||||||||||
James. L. Hudak |
n/a | $688,824 | n/a | n/a | $688,824 |
(1) |
Represents the value payable in a lump-sum of Mr. Knittels
target bonus based on 100% of his annual base salary, plus one-times his annual base salary in the event of death or disability, plus two times his
combined annual base salary plus target bonus in the event of a termination for Good Reason or Without Cause (each as defined
in his employment agreement), or two and one-half times his combined salary plus target bonus in the event of his termination following a Change of
Control, pursuant to terms of his employment agreement. Messrs. Thain, Chai, Parker, Connolly, and Hudak are eligible to receive un-enhanced severance
benefits pursuant to arrangements that |
generally cover all U.S. employees, which are not included in the table above. |
(2) |
Generally, represents unvested equity-based awards that are
calculated based on $34.87, the closing price of our common stock on December 30, 2011. The amount shown for Mr. Thain also includes vested salary
stock RSUs that remain subject to holding periods. The treatment upon termination for each type of equity award is further described under the heading
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Equity Awards Table following the Grants of Plan-Based Awards
table that appears earlier in this Proxy Statement. |
(3) |
Amounts shown represent the present value of incremental two
years age and service credit above the pension benefits set forth in the Pension Plan table, in the event of an involuntary termination of employment
other than for cause, pursuant to Mr. Knittels employment agreement. Present values of the benefits payable under the Executive Retirement Plan
and Supplemental Retirement Plan are based on FASB ASC Topic 715, using assumed discount rates of 4.25% and 4.50%, respectively, and the Generational
PPA Sex Distinct Annuitant table. |
(4) |
Includes, as applicable to Mr. Knittel pursuant to his
employment agreement (a) the estimated value of medical or dental coverage premiums for individual policies to provide coverage for a period of two
years; (b) the estimated cost of company provided basic group life |
insurance that provides one times base salary plus the cost of accidental death and
dismemberment insurance that provides one times base salary (the base salary is capped at $500,000 under the plan); and (c) the estimated cost to
purchase individual disability insurance policy coverage for a period of two years. In the event of death, the amount shown for Mr. Knittel represent
three times annual base salary pursuant to the Executive Retirement Plan. |
(5) |
Mr. Knittels employment agreement was amended in December
2009 to remove his contractual gross-up related to any excise taxes pursuant to Section 280G of the Tax Code, based on the value of amounts and
benefits payable under each termination scenario. Therefore, no estimate for any such gross-up calculation is included in the amounts shown in the
table above. |
March 20,
2012 |
Compensation Committee Seymour Sternberg, Chair William M. Freeman John R. Ryan |
February 24,
2012 |
Audit Committee Marianne Miller Parrs, Chair Michael J. Embler David M. Moffett |
PROPOSAL 1 ELECTION OF DIRECTORS |
PROPOSAL 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Year ended December 31, 2011 |
Year ended December 31, 2010 |
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---|---|---|---|---|---|---|---|---|---|---|
Audit Fees
(a) |
$ | 13,442,000 | $ | 13,550,000 | ||||||
Audit-Related
Fees (b) |
778,000 | 1,163,000 | ||||||||
Tax Fees
(c) |
357,000 | 662,000 | ||||||||
All Other
Fees (d) |
420,000 | 10,000 | ||||||||
Total
Fees |
$ | 14,997,000 | $ | 15,385,000 |
(a) |
Audit fees include fees in connection with professional services
rendered for audit of CITs consolidated financial statements and effectiveness of internal controls over financial reporting, limited reviews of
CITs unaudited interim consolidated financial statements included in Form 10-Qs, and as appropriate, statutory and regulatory audits, issuances
of comfort letters, consents, income tax provision procedures and assistance with review of documents filed with the SEC. The audit fees in the 2010
column have been updated compared to those disclosed in CITs 2011 proxy statement, primarily to include fees for non-recurring procedures such as
litigation review, related to fiscal 2010 that were agreed to after the filing of the 2011 proxy statement. |
(b) |
Audit related fees include fees for assurance and related
services that are reasonably related to the audit or review of financial statements, including agreed upon procedures for various transactions, audits
of employee benefit plans, and guidance related to emerging accounting standards. |
(c) |
Tax fees include fees for tax services rendered for tax return
preparation, tax compliance and tax advice. |
(d) |
All other fees include fees for permitted services and user
licenses for access to a technical reference library. The 2011 increase over corresponding 2010 amounts reflects fees for assisting in improving
corporate-related reporting processes. |
PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION |
Meeting Information | |||||||
CIT GROUP INC.
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Meeting Type: |
Annual Meeting
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For holders as of: |
March 19, 2012
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Date: May 15, 2012 |
Time: 11:00 AM EDT
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Location: | CIT GROUP INC. | ||||||
One CIT Drive | |||||||
Livingston, NJ 07039 | |||||||
You are receiving this communication because you hold shares in the above named company. | |||||||
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). | |||||||
We encourage you to access and review all of the important information contained in the proxy materials before voting. | |||||||
See the reverse side of this notice to obtain proxy materials and voting instructions. |
Proxy Materials Available to VIEW or RECEIVE: | |||||
NOTICE AND PROXY STATEMENT ANNUAL REPORT | |||||
How to View Online: | |||||
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. | |||||
How to Request and Receive a PAPER or E-MAIL Copy: | |||||
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | |||||
1) BY INTERNET: |
www.proxyvote.com
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2) BY TELEPHONE: |
1-800-579-1639
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3) BY E-MAIL*: |
sendmaterial@proxyvote.com
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* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. | |||||
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 1, 2012 to facilitate timely delivery. | |||||
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
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Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions.
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
|
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Voting Items |
The Board of Directors recommends you vote FOR the following proposals:
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1.
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To elect 11 directors to serve for one year or until the next annual meeting of stockholders;
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1i.
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Seymour Sternberg
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The 11 director nominees are:
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1j.
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Peter J. Tobin
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1a.
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John A. Thain
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1k.
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Laura S. Unger
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1b.
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Michael J. Embler
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2.
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To ratify the appointment of PricewaterhouseCoopers LLP as | ||||
1c.
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William M. Freeman
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CIT’s independent registered public accounting firm and | |||
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external auditors for 2012.
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1d.
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David M. Moffett
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3. |
Advisory vote to approve named executive officer
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1e.
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R. Brad Oates
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compensation. | |||
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1f.
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Marianne Miller Parrs
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1g.
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Gerald Rosenfeld
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1h.
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John R. Ryan
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Voting Instructions
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CIT GROUP INC. ONE CIT DRIVE LIVINGSTON, NJ 07039 |
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Saving Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Saving Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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M44058-P20664
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KEEP THIS PORTION FOR YOUR RECORDS | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY
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CIT GROUP INC.
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The Board of Directors recommends you vote FOR the following proposals:
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1.
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To elect 11 directors to serve for one year or until the next annual meeting of stockholders;
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The 11 director nominees are:
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For |
Against
|
Abstain | For | Against | Abstain | |||||||||||
1a.
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John A. Thain
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o
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o
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o
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1i.
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Seymour Sternberg
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o
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o
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o
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1b.
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Michael J. Embler
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o
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o
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o
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1j.
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Peter J. Tobin
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o
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o
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o
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1c.
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William M. Freeman
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o
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o
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o
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1k.
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Laura S. Unger
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o
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o
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o
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1d.
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David M. Moffett
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o
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o
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o
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2.
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To ratify the appointment of PricewaterhouseCoopers LLP as CIT’s
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o
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o
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o
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independent registered public accounting firm and external auditors for | |||||||||||||||||
1e.
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R. Brad Oates
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o
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o
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o
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2012. |
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1f.
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Marianne Miller Parrs
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o
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o
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o
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3.
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Advisory vote to approve named executive officer compensation. |
o
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o
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o
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1g.
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Gerald Rosenfeld
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o
|