DEF 14A 1 a2224501zdef14a.htm DEF 14A

Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

CIBER, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

 

Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

 


Table of Contents

LOGO

6363 South Fiddler's Green Circle, Suite 1400
Greenwood Village, Colorado 80111

To Our Shareholders:

On behalf of the Board of Directors of Ciber, I am pleased to invite you to the 2015 Annual Meeting of Shareholders of Ciber, Inc. We will be holding the meeting as a "virtual meeting" over the Internet on June 24, 2015, at 9:00am Mountain Time. Instructions for attending the virtual meeting are included in the attached proxy statement.

Also included in the attached proxy statement are complete descriptions of the matters to be decided at our annual meeting. You will find that we are proposing the election of two members to our Board of Directors, advisory approval of the compensation of our named executive officers, ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm and the approval of the Amended and Restated 2004 Incentive Plan. Please give each of the proposals your careful consideration.

We value your participation in the governance of Ciber. You may participate by joining the annual meeting or by casting your votes by proxy. To make your voting experience as easy as possible, we have included a proxy card that you may complete and return to us. We have also provided instructions for voting electronically via the Internet or by telephone. The attached proxy statement includes detailed instructions for all of these voting options. If you have any questions about voting or attending the annual meeting, please contact our Corporate Secretary and let us know how we can help.

As always, we encourage every shareholder to communicate directly with Ciber's management and with the Board of Directors. We look forward to hearing from you.

Sincerely,

SIGNATURE

Paul A. Jacobs
Chairman of the Board
Greenwood Village, Colorado
April 30, 2015


Table of Contents

LOGO

6363 South Fiddler's Green Circle, Suite 1400
Greenwood Village, Colorado 80111


NOTICE OF THE 2015 ANNUAL MEETING OF SHAREHOLDERS

Date:   Wednesday, June 24, 2015
Time:   9:00am Mountain Time
Location:   The 2015 Annual Meeting of Shareholders of Ciber, Inc. will be held as a "virtual meeting" via the Internet by accessing this website: www.virtualshareholdermeeting.com/CBR2015
    Follow the directions at that website to log into the meeting. Use the twelve-digit number printed on your proxy card to register on the site. We recommend that you log in at least fifteen minutes in advance of the meeting to ensure that you are logged in when the meeting starts.
Items of Business:   We will present the following proposals for your consideration at the annual meeting:
    1.   Elect two Class III Directors;
    2.   Seek advisory (non-binding) approval of the compensation of our named executive officers;
    3.   Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015; and
    4.   Approve the Amended and Restated 2004 Incentive Plan.
    Each of these proposals is described in detail in our proxy statement that accompanies this notice. In addition, we will transact any other business that may properly come before the annual meeting, or any adjournment or postponement of the annual meeting.
Record Date:   Shareholders of record of Ciber common stock (NYSE: CBR) at the close of business on April 29, 2015, are entitled to vote at the meeting, or any adjournment or postponement of the meeting. A list of shareholders entitled to vote at the meeting will be available for examination at Ciber's corporate offices for ten days prior to and during the annual meeting.
Proxy Voting:   We encourage you to cast your vote in advance of the meeting. This will ensure the presence of a quorum at the meeting. You may vote your shares by submitting a proxy card or by telephone or Internet. If you submit your proxy in advance of the meeting, you may revoke your proxy at any time and you may still vote your shares at the annual meeting (see the proxy statement for more information).

Your vote is important to us, so please contact us if you have any questions about the meeting or the voting process.

By order of the Board of Directors,

SIG

M. Sean Radcliffe
Senior Vice President, General Counsel, and Secretary
Greenwood Village, Colorado
April 30, 2015


Table of Contents


TABLE OF CONTENTS

Part 1—Information Concerning Solicitation and Voting

  3

Information about the Annual Meeting

  3

Shares Entitled to Vote

  3

Attendance at the Virtual Annual Meeting

  3

Solicitation of Proxies

  3

Revocation of Proxies

  3

Other Matters Related to Voting

  4

Part 2—Proposals to Be Voted On

  5

Proposal Summary

  5

PROPOSAL 1    Election of Directors

  6

PROPOSAL 2    Advisory Vote to Approve the Compensation of our Named Executive Officers

  7

PROPOSAL 3    Ratification of Appointment of Independent Registered Public Accounting Firm

  8

PROPOSAL 4    Approval the Amended and Restated 2004 Incentive Plan

  9

Part 3—Beneficial Ownership

  26

Security Ownership of Certain Beneficial Owners and Management

  26

Part 4—Directors and Executive Officers

  29

Our Board of Directors

  29

Director Selection Process

  39

Director Compensation

  40

Executive Officers

  44

Part 5—Corporate Governance Practices

  46

Director Independence

  46

Board Leadership Structure

  46

Role of the Board in Risk Oversight

  46

Meetings of Independent Directors

  46

Board Meetings

  46

Board Committees

  47

Governance Policies

  48

Corporate Governance Principles

  48

Code of Business Conduct and Ethics

  49

Compensation Committee Interlocks and Insider Participation

  49

Report of the Compensation Committee

  49

Certain Relationships and Related Person Transactions

  49

Communicating with the Board

  50

Part 6—Executive Compensation

  51

Compensation Discussion and Analysis

  51

Shareholder Outreach and Key Changes to 2015 Compensation Program

  51

Executive Summary

  52

Key Components of Our Executive Compensation Program

  54

Long Term Incentive Program Changes for 2015

  61

2015 President & CEO Target Total Direct Compensation

  62

Stock Ownership Guidelines

  62

Anti-Hedging and Anti-Pledging Policies

  62

Compensation Recovery/Clawback Policy

  62

Compensation Program Risk Assessment

  63

Retirement Benefits and Plans

  63
    GRAPHIC      2015 Proxy Statement    1

Table of Contents

Health, Welfare, and Other Benefits

  63

Perquisites

  63

Agreements between the Company and the NEOs

  63

Role of Compensation Committee

  64

Role of Management

  64

Role of Compensation Consultant

  65

Equity Grant Policy

  65

Deductibility of Executive Compensation

  65

Taxation of Nonqualified Deferred Compensation

  66

Accounting for Stock-Based Compensation

  66

Executive Compensation Tables

  67

Part 7—Independent Registered Public Accounting Firm

  77

Report of the Audit Committee

  77

Auditor Fees and Services

  77

Independence of our Independent Registered Accounting Firm

  78

Audit Committee Pre-Approval Policy

  78

Part 8—Other Information

  79

Section 16(a) Beneficial Ownership Reporting Compliance

  79

Electronic Availability of Meeting Information

  79

Proposals for the 2016 Annual Meeting

  79

Other Matters for the 2015 Annual Meeting

  80

APPENDIX A—CIBER, INC. AMENDED AND RESTATED 2004 INCENTIVE PLAN

  A-1
2     GRAPHIC      2015 Proxy Statement   

Table of Contents

Part 1—Information Concerning Solicitation and Voting

Information about the Annual Meeting

Date:   Wednesday, June 24, 2015
Time:   9:00am Mountain Time
Location:   The 2015 Annual Meeting of Shareholders will be a "virtual" meeting, which means that there is no physical location. Instead, the meeting is conducted with all participants logged into a website:

www.virtualshareholdermeeting.com/CBR2015

Shares Entitled to Vote

Shareholders of record of Ciber common stock (NYSE: CBR) at the close of business on the Record Date, April 29, 2015, are entitled to vote at the annual meeting, or any adjournment or postponement of the annual meeting. Each shareholder entitled to vote at the annual meeting will be entitled to one vote per share of common stock. A list of shareholders entitled to vote at the annual meeting will be available for examination at Ciber's corporate offices for ten days prior to and during the annual meeting. To request examination of the list, contact the Corporate Secretary and be prepared to reference the information on your proxy card to verify your status as a shareholder.

On the Record Date, there were approximately 78,834,846 shares of common stock outstanding.

Attendance at the Virtual Annual Meeting

To attend the virtual annual meeting, log on to www.virtualshareholdermeeting.com/CBR2015 at least 15 minutes prior to the start of the meeting. Register on the website as a shareholder by using the twelve-digit number printed on your proxy card. During the virtual meeting, you may electronically submit your vote or change or revoke a prior vote. Select the "Vote" button and complete the information from your proxy card to verify your eligibility to vote. Be sure to characterize whether the vote is your first vote or the withdrawal of a prior vote. Your vote must be cast before the polls are closed.

Solicitation of Proxies

We pay the cost of printing and mailing all proxy and voting materials and all solicitation expenses associated with this proxy statement. The Board of Directors of Ciber is soliciting the proxy accompanying this proxy statement. Proxies may be solicited by Ciber's officers, directors, and employees, none of whom will receive any additional compensation for such activity. In addition, MacKenzie Partners, Inc. may solicit proxies on our behalf. We anticipate that the cost of MacKenzie's services will not exceed $15,000. These solicitations may be made personally or by telephone, mail, email, or the Internet. We will reimburse brokerage firms, banks, and other fiduciaries for the expense of forwarding solicitation materials to their principals.

Revocation of Proxies

At any time prior to final tabulation of the votes on June 24, 2015, you may change your vote or revoke your proxy by following one of the procedures set forth below:

    If you are a shareholder of record, deliver a letter, signed and in writing, to our Corporate Secretary stating your desire to revoke your proxy. The letter must be dated later than the date
    GRAPHIC      2015 Proxy Statement    3

Table of Contents

      stated on the proxy you wish to revoke and must be received before the annual meeting. Address the letter to: Ciber, Inc., Attention: Corporate Secretary, 6363 South Fiddler's Green Circle, Suite 1400, Greenwood Village, Colorado 80111.

    If you are a beneficial shareholder, you may revoke your proxy or change your vote only by following the separate instructions provided by your broker, trust, bank or other nominee.

    Attend the virtual annual meeting and submit your vote prior to the close of the polls. Attending the virtual annual meeting will not, absent specific instructions from you, revoke or alter your proxy.

Other Matters Related to Voting

Householding.    Under a procedure called "householding," we hope to reduce the environmental impact and cost of the proxy process by sending a single copy of this proxy statement and all related materials when multiple shareholders share an address. Any shareholder at such an address may ask to receive a separate copy of this proxy statement and all related materials. If you wish to receive a separate copy, contact us and we will promptly mail a complete set to you: Ciber, Inc., Attention: Corporate Secretary—Annual Meeting Document Request, 6363 South Fiddler's Green Circle, Suite 1400, Greenwood Village, Colorado 80111.

If you are receiving multiple copies of our proxy statement or related materials at your address, you may request householding in the future. Registered shareholders may send that request to our transfer agent, while beneficial shareholders will need to contact each broker or bank where you hold Ciber common stock.

Quorum.    Our bylaws provide that the holders of not less than a majority of the shares of common stock entitled to vote at the annual meeting must participate in order to constitute a quorum and conduct business at the annual meeting. We count on your participation by proxy or at the annual meeting to help us achieve a quorum. So we may verify that we have a quorum in advance of the annual meeting, please complete your proxy (by mail or electronically) and return it promptly.

Effect of Abstentions on Quorum.    The shares of a shareholder whose proxy card is marked to "abstain" with respect to any proposal will be included in the number of shares present at the annual meeting to determine whether a quorum is present.

Brokers.    If your shares are held in the name of a bank or broker, the process for voting by mail, telephone or Internet will depend on the processes of your bank or broker, and you should follow the voting instructions on the form you receive from your bank or broker. If you wish to vote the shares you own beneficially at our annual meeting, you must first request and obtain a legal proxy from your broker or other custodian. If you choose not to provide instructions or a legal proxy, your shares are referred to as "uninstructed shares." Whether your broker or custodian has the discretion to vote these shares on your behalf depends on the ballot item. See the full description of each proposal, below, for a complete description of how uninstructed shares impact the vote on a given proposal.

Online Availability of Information.    The proxy statement and 2014 Annual Report on Form 10-K are available at www.ciber.com under "Investor Relations—Financials."

This proxy statement is dated April 30, 2015 and is first being mailed to shareholders on or about April 30, 2015.

4     GRAPHIC      2015 Proxy Statement   

Table of Contents

Part 2—Proposals to Be Voted On

Proposal Summary

The following proposals will be voted on at the 2015 Annual Meeting of Shareholders:

 
   
  More Information
About the Proposal
  Board
Recommendation
Proposal 1:   Elect two Class III Directors
Richard K. Coleman, Jr.
Mark Lewis
  Page 6   üFor the Nominees

Proposal 2:

 

Advisory vote to approve the compensation of our named executive officers

 

Page 7

 

üFor

Proposal 3:

 

Ratification of the appointment of independent registered public accounting firm

 

Page 8

 

üFor

Proposal 4:

 

Approve the Amended and Restated 2004 Incentive Plan

 

Page 9

 

üFor

The following chart summarizes the voting standards and handling of uninstructed shares applicable to each of the proposals to be voted on at the 2015 Annual Meeting of Shareholders:

 
   
  Voting Standard   Treatment of Uninstructed Shares
held by Brokers or Custodians
Proposal 1:   Election of Directors   Plurality of Votes Present and Entitled to Vote
(Directors receiving the highest number of votes are elected)
  Not entitled to vote and therefore no effect

Proposal 2:

 

Advisory vote to approve the compensation of our named executive officers

 

Majority Present and Entitled to Vote

 

Not entitled to vote and therefore no effect

Proposal 3:

 

Ratification of the appointment of independent registered public accounting firm

 

Majority Present and Entitled to Vote

 

May be voted at discretion of brokers and custodians and are counted in results

Proposal 4:

 

Approve the Amended and Restated 2004 Incentive Plan

 

Majority Present and Entitled to Vote

 

Not entitled to vote and therefore no effect
    GRAPHIC      2015 Proxy Statement    5

Table of Contents

Voting Instructions

You may cast your vote by any of the methods listed below. Please refer to the detailed instructions included with your proxy for submission deadlines and step-by-step instructions.

Voting Prior to the Annual Meeting

Mail   Telephone   Internet
Complete, date, and sign your proxy card. Mail it in the pre-paid envelope that we have provided. Be sure to account for delays in the processing of physical mail to ensure that your proxy card reaches us by no later than 5:00pm Mountain Time on June 23, 2015.   Call the toll-free telephone number provided with your proxy card. Follow the telephone instructions on the proxy card. You must be prepared to provide the twelve-digit number printed on your proxy card. Be sure to call prior to 9:59pm Mountain Time on June 23, 2015.   Access the website listed on the proxy card (www.proxyvote.com) and follow the instructions to log on, including a step where you must provide the twelve-digit number printed on your proxy card. The deadline for electronic voting is 9:59pm Mountain Time on June 23, 2015.

Important notes about voting prior to the annual meeting:

Voting in advance of the meeting does not limit your right to attend or vote at the annual meeting.

You may revoke your proxy or amend your vote at any time prior to the annual meeting by following the procedures set forth in this proxy statement.

Voting During the Annual Meeting

You may vote electronically during the virtual annual meeting prior to the announcement that the polls are closed. To vote electronically during the annual meeting, be sure you are logged on to www.virtualshareholdermeeting.com/CBR2015, follow the instructions, be ready to provide the twelve-digit number printed on your proxy card, and register your vote.

PROPOSAL 1
Election of Directors

We ask you to elect two nominees to serve as Class III Director for the ensuing three-year term to expire in 2018, or until a successor is elected and qualified. The Nominating/Corporate Governance Committee, with the approval of the non-incumbent members of the Board, has nominated the following individuals for re-election, or election, respectively, as Class III Directors (see "Directors and Executive Officers—Class III Directors"):

Name
  Age   Director Since  

Richard K. Coleman, Jr.

    58     2014  

Mark Lewis

    52      

If either of the nominees becomes unavailable or unwilling to serve as a director, persons named in the proxy intend to cast votes for which they hold proxies in favor of the election of such other person as the

6     GRAPHIC      2015 Proxy Statement   

Table of Contents

Board may designate. The Board knows of no reason why either of the nominees would be unable or unwilling to serve on the Board.

Directors are elected by a plurality of votes of shares of the Company present in person or by proxy and entitled to vote at the annual meeting on the election of directors. Cumulative voting is not permitted. This means that the director nominees receiving the highest number of votes will be elected. Brokers and other custodians are not entitled to vote uninstructed shares on this proposal and such shares will not be counted in evaluating the results. Unless otherwise indicated on the proxy card, proxies will be voted FOR the election of the director nominees.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ALL NOMINEES

PROPOSAL 2
Advisory Vote to Approve the Compensation of our Named Executive Officers

We believe that the shareholder advisory vote on executive compensation represents one of the most important forms of shareholder feedback. Accordingly, following the failed say-on-pay vote at the 2014 Annual Meeting, our executive management team and members of our Board engaged in an extensive program of shareholder outreach. In the past year, our leaders have met with and received feedback from shareholders owning over 30% of our common stock to get their input on important matters including Ciber's executive compensation practices.

Following these shareholder discussions, we have instituted a number of changes to our compensation program, including the following key 2015 program changes:

    Lower target total compensation opportunities for our Named Executive Officers (2015 annualized target compensation will be more in line with market practices and will generally be lower than 2013 and 2014 levels)

    Introduction of performance-vesting equity awards focusing on long-term value creation (vesting based on EBITA performance and total shareholder return during a three-year performance period)

    Reduced emphasis on time-vested equity awards (future awards will be increasingly weighted toward performance-vesting equity)

    Annual incentive program based on annual performance (eliminating quarterly payouts)

We believe that these changes are consistent with the feedback received from our shareholders and demonstrate our commitment to a strong pay for performance philosophy. The program changes are described in detail in the "Compensation Discussion and Analysis" section of this proxy statement, beginning on page 43.

As required by Section 14A of the Exchange Act, we are asking for your non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in this proxy statement (which disclosure includes the "Compensation Discussion and Analysis," the compensation tables, and the narrative disclosures that accompany the compensation tables below). We believe that it is beneficial to seek the vote of our shareholders on the design and effectiveness of our executive compensation program on an annual basis.

    GRAPHIC      2015 Proxy Statement    7

Table of Contents

The Board of Directors asks you to vote "FOR" the following resolution:

      "RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the executive compensation tables and the related narrative discussion."

As an advisory vote, this proposal is not binding on the Company or the Board of Directors. However, the Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions of our shareholders and considers the outcome of the prior shareholder votes in making compensation decisions. The Compensation Committee, as well as the Board of Directors, intends to continue taking into account the outcome of future shareholder votes in its deliberations on executive compensation matters.

Approval of this proposal requires the affirmative vote of a majority of shares of the Company present in person or by proxy at the annual meeting and entitled to vote on the proposal. Brokers and other custodians are not entitled to vote uninstructed shares on this proposal and such shares will not be counted in evaluating the results. Unless otherwise indicated on the proxy card, proxies will be voted FOR approval of the compensation of named executive officers.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ADVISORY APPROVAL OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

PROPOSAL 3
Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board has appointed Ernst & Young LLP ("Ernst & Young") as our independent registered public accounting firm for the fiscal year ending December 31, 2015. Services provided to Ciber, Inc. and its subsidiaries by Ernst & Young in fiscal year 2014 are described below (see "Independent Registered Public Accounting Firm—Auditor Fees and Services").

Ernst & Young audited our consolidated financial statements for the fiscal year ended December 31, 2014.

We are asking our shareholders to ratify the selection of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2015. Although shareholder ratification is not required by our bylaws or otherwise, the Board believes that submitting the selection of Ernst & Young to the shareholders for ratification is advisable as a matter of good corporate practice. If the shareholders fail to ratify the appointment of Ernst & Young, the Audit Committee will consider whether or not to retain Ernst & Young; however, the Audit Committee may select Ernst & Young notwithstanding the failure of the shareholders to ratify this appointment. If the appointment of Ernst & Young is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of Ciber and its shareholders.

Representatives of Ernst & Young will be present at the annual meeting to respond to appropriate questions and make any statements if they desire to do so.

Approval of this proposal requires the affirmative vote of a majority of shares of the Company present in person or by proxy at the annual meeting and entitled to vote on the proposal. Brokers and other

8     GRAPHIC      2015 Proxy Statement   

Table of Contents

custodians are entitled to vote uninstructed shares on this proposal and such votes will be counted in evaluating the results. Please contact your broker or other custodian for information on their voting policy with respect to uninstructed shares. Unless otherwise indicated on the proxy card, proxies will be voted FOR the ratification of the appointment of Ernst & Young LLP.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015

PROPOSAL 4
Approval of the Amended and Restated 2004 Incentive Plan

We approved certain amendments to and the restatement of the 2004 Incentive Plan (the "2004 Plan"). The amendments contemplate changes to the provisions applicable to awards that are intended to be treated as qualified performance-based compensation under Section 162(m) of the Internal Revenue Code, including the performance criteria on which performance goals are based, to improve the Company's compensation program and to implement other best practices, among other amendments. Our shareholders are being requested to approve certain amendments that require shareholder approval. The amendments will not increase the number of shares of common stock available for issuance pursuant to awards granted under the 2004 Plan.

If our shareholders do not approve Proposal 4, the amendments that were approved by our Board of Directors that require shareholder approval will not become effective. Namely, the amendments to the provisions relating to awards that are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code and the authority to grant stock appreciation rights will not become effective. In addition, any awards intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code that were granted contingent on shareholder approval of the amendments to the 2004 Plan will be cancelled automatically if shareholder approval is not obtained. All other amendments that were approved by our Board of Directors that do not require shareholder approval will continue in effect.

The 2004 Plan is the Company's only active employee equity plan, and as of April 24, 2015, we had approximately 5,318,245 shares remaining for the grant of new awards under the 2004 Plan. As of April 24, 2015, there were 1,129,333 options outstanding in aggregate under the 2004 Plan with a weighted average exercise price of $4.93 and a weighted average remaining term of 2.95 years, and 4,912,005 full value awards that were unvested and outstanding.

Approval of Material Terms of the Performance Goals under Code Section 162(m)

In order to preserve our ability to deduct in full for federal income tax purposes compensation that certain of the Company's officers may recognize in connection with performance-based awards that may be granted in the future under the 2004 Plan, the shareholders of the Company are also being asked to approve certain material terms of the performance goals for performance-based awards granted under the 2004 Plan. Section 162(m) of the Internal Revenue Code generally denies a corporate tax deduction for annual compensation exceeding $1 million paid to the chief executive officer or to any of the three other most highly compensated officers of a publicly held company other than the chief financial officer. However, certain types of compensation, including "qualified performance-based" compensation, are generally excluded from this limit. To enable compensation in connection with awards granted under the 2004 Plan that are contingent on the attainment of performance goals to qualify as "qualified

    GRAPHIC      2015 Proxy Statement    9

Table of Contents

performance-based" within the meaning of Section 162(m) of the Internal Revenue Code, the shareholders of the Company are being asked to approve the material terms of the applicable performance goals. By approving the amendment and restatement of the 2004 Plan, the shareholders will be approving, among other things: (i) the eligibility requirements for participation in the 2004 Plan; (ii) the performance criteria upon which certain awards of restricted stock, restricted stock units and performance bonus awards may be based; (iii) the maximum numbers of shares subject to options, stock appreciation rights, restricted stock and restricted stock units intended to as performance-based compensation under Section 162(m) of the Internal Revenue Code that may be granted to a participant in any calendar year; and (iv) the maximum dollar amount that a participant may receive upon settlement of a performance bonus award.

Material Changes to the 2004 Plan

The following summary highlights the proposed material changes to the 2004 Plan.

    Amendments have been made to the 2004 Plan to improve the Company's compensation program and to comply with some of the policies recommended by Institutional Shareholder Services, including:

      The share counting provision has been revised to prohibit the "recycling" of shares that are used to pay tax withholding or exercise price for new options granted under the 2004 Plan;

      A provision has been added to preclude the payment of dividends or dividend equivalents payable on restricted stock, restricted stock units or other share-based awards that are full-value awards that vest on attainment conditions unless and until the underlying awards vest;

      The 2004 Plan provides for minimum vesting requirements applicable to awards granted after the 2015 Annual Meeting of Shareholders; and

      The option and stock appreciation right repricing prohibition provisions have been revised to also include other arrangements that are considered "repricings" by Institutional Shareholder Services.

    A "clawback" provision has been added permitting the Company to recover from participants awards or payments made under the 2004 Plan as may be required under the Dodd-Frank Act.

    The change in control definition has been revised to reflect a definition that is more consistent with market practice, to clarify that the applicable transaction must be completed in order before any change in control provisions are given effect under the plan and to exclude the carve out of acquisitions by existing founding shareholders.

    The 2004 Plan has added the authority to grant cash-based awards that are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. The maximum cash amount that may be paid under performance-based awards granted to any one participant in a calendar year may not exceed $5 million.

    The annual maximum limit applicable to awards granted to any one participant has been clarified to reflect that the limit applies only to awards that are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.
10     GRAPHIC      2015 Proxy Statement   

Table of Contents

    The maximum number of shares subject to awards that are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code that may be granted to any participant in a calendar year has been increased from 1,000,000 shares to 3,000,000 shares.

    The calculation of the annual limitation applicable to awards granted to any participant that are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code has been changed from a rolling 12-month basis to a calendar year calculation.

    The list of performance criteria on which performance goals may be based for awards that are intended to qualify as performance-based awards under Section 162(m) of the Internal Revenue Code has been expanded to include additional performance criteria.

    The 2004 Plan has added the authority to grant additional types of awards, including restricted stock units, stock appreciation rights, cash-based awards that vest based on performance conditions, dividend equivalent rights and other share-based awards.

    The capitalization adjustment provision has been revised to provide for (i) automatic, non-discretionary adjustments to the share reserve, incentive stock option limitation, Section 162(m) annual limitations and number of shares and exercise price, if applicable, subject to awards for certain capitalization events and (ii) discretionary adjustments for capitalization events that may not always require adjustments to the 2004 Plan and award agreement terms.

    The tax withholding provision has been revised to broaden its application and expand the methods of tax withholding that can be used for awards granted under the 2004 Plan.

    The automatic expiration upon the tenth anniversary of the 2004 Plan has been eliminated.
    GRAPHIC      2015 Proxy Statement    11

Table of Contents

Key Terms of the Plan at a Glance

The following is a summary of the key provisions of the 2004 Plan, as set forth and stated herein.

Plan Term:   The 2004 Plan, as amended and restated, became effective on March 27, 2015, the date the Board of Directors adopted it, and will continue in effect until terminated by the Board of Directors.

Eligible Participants:

 

Employees, consultants and directors of the Company and its affiliates generally are eligible to receive non-qualified stock option, restricted stock, stock appreciation rights, restricted stock units and other share-based awards under the 2004 Plan.

 

 

Only employees of the Company or a subsidiary meeting the requirements of the Internal Revenue Code are eligible to receive "incentive stock options," within the meaning of Section 422 of the Internal Revenue Code (ISOs) under the 2004 Plan.

Shares Available for Awards:

 

20,350,000 shares of common stock have been reserved for issuance pursuant to awards under the 2004 Plan, subject to adjustment in the event of certain changes in the capitalization of the Company. As of April 24, 2015, 5,318,245 shares of common stock were available for the grant of future awards under the 2004 Plan. The 2004 Plan has not been amended to increase the number of shares of common stock reserved for issuance under the 2004 Plan.

Award Types:

 

(1) Non-Qualified Stock Options and Incentive Stock Options

(2) Restricted stock


 

 

(3) Stock appreciation rights

 

 

(4) Restricted stock units

 

 

(5) Dividend equivalent rights

 

 

(6) Other share-based awards

 

 

(7) Performance-based awards, whether in cash or equity, (intended to qualify under Internal Code Section 162(m))

(8) Cash-based awards that are performance-based awards


Award Terms
(Exercisability Period):

 

Options and Stock Appreciation Rights (SARs) have a term of no longer than 10 years.

ISOs granted to ten percent owners will have a term of no longer than five years.

12     GRAPHIC      2015 Proxy Statement   

Table of Contents

ISO Limits:   No more than the maximum number of shares reserved for issuance may be issued upon the exercise of ISOs granted under the 2004 Plan.

162(m) Share Limits:

 

Section 162(m) of the Internal Revenue Code requires, among other things, that the maximum number of shares awarded to an individual during a specified period must be approved by the shareholders in order for the awards granted under the plan to be eligible for treatment as performance-based compensation that will not be subject to the $1 million limitation on tax deductibility for compensation paid to certain specified senior executives.

 

 

Accordingly, the 2004 Plan limits awards that intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code granted to an individual participant in any fiscal year to:

 

 

(1) No more than 3,000,000 shares subject to all awards granted to a participant;

 

 

(2) No more than $5 million payable in cash with respect to all award granted to a participant.

Minimum Vesting:

 

Vesting is generally determined by the Compensation Committee within limits set forth in the 2004 Plan, except that no award may fully vest before the first anniversary of the grant date.

Not Permitted:

 

(1) Repricing or reducing the exercise price of a share option or SAR below the per share exercise price as of the date of grant without shareholder approval.

 

 

(2) Canceling, surrendering or substituting any outstanding option or SAR in exchange for (i) the grant of a new option or SAR with a lower exercise price, or (ii) other awards or a cash payment at a time when the exercise price of the option or SAR is greater than the fair market value of a share.

 

 

(3) Adding shares back to the number of shares available for issuance when (i) shares covered by an option or SARs are tendered or withheld in payment of the exercise price or tax withholding for the exercise of the option or SAR, (ii) shares are not issued or delivered as a result of net settlement of an outstanding SAR, and (iii) shares are repurchased on the open market with the proceeds of the exercise of an option.

Summary of the 2004 Plan

The following summary of certain material features of the 2004 Plan is qualified in its entirety by reference to the 2004 Plan, which is attached to this proxy statement as Appendix A.

    GRAPHIC      2015 Proxy Statement    13

Table of Contents

Purpose of 2004 Plan

The purposes of the 2004 Plan are to provide the employees and consultants of the Company and its affiliates or directors of the Company selected for participation in the Plan with added incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the operations of the Company by relating incentive compensation to increases in shareholder value, so that the income of such persons is more closely aligned with the income of the Company's shareholders. The 2004 Plan is also designed to enhance the ability of the Company to attract, retain and motivate, employees, consultants and directors by providing an opportunity for investment in the Company.

Shares Reserved for Issuance under 2004 Plan

Shares Reserved.    As proposed, the total number of shares of our common stock that will be authorized and available for issuance pursuant to awards granted under the 2004 Plan is 20,350,000 shares, subject to adjustment in the event of specified capitalization events of the Company. As of April 24, 2015, 5,318,245 shares of common stock were available for the grant of future awards under the 2004 Plan. The 2004 Plan has not been amended to increase the number of shares of common stock reserved for issuance under the plan.

Shares Reissuable Under the 2004 Plan.    To the extent that an award granted under the 2004 Plan terminates, expires, lapses for any reason, or if an award other than an option or SAR is settled in cash, any shares subject to the award will again be available for the grant of an award pursuant to the 2004 Plan.

Shares Not Reissuable Under the 2004 Plan.    The following shares will be deducted from the aggregate number of shares available for future awards: (i) shares surrendered by a participant or withheld by the Company to satisfy the grant or exercise price or tax withholding obligation under an option or SAR; (ii) shares not issued or delivered as a result of the net settlement of an option or a SAR and (iii) shares repurchased by the Company on the open market with the proceeds of the exercise price from options.

Shares Not Counted Against Share Reserve Pool Under the 2004 Plan.    To the extent permitted by applicable law or any stock exchange rule, shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or an affiliate will not be counted against shares available for grant pursuant to the 2004 Plan. The payment of a dividend equivalent right in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the Amended and Restated 2004 Plan.

Award Limits for Code Section 162(m) Awards

Under Section 162(m) of the Internal Revenue Code, no deduction is allowed in any taxable year of our Company for compensation in excess of $1 million paid to our chief executive officer and the three other highest compensated executive officers of our Company (other than the chief financial officer). An exception to this rule applies to compensation that is paid pursuant to a plan approved by shareholders and that specifies, among other items, the maximum number of shares with respect to which options and stock appreciation rights may be granted to eligible participants under the plan during a specified period, and such options are granted with an exercise or strike price equal to at least fair market value as of the date of grant, and in the case of full value awards, the plan specifies the maximum amount of compensation that may be paid to an employee during a specified period, and the payment of such award is subject to satisfaction of specified performance objectives. For additional information regarding performance-based awards intended to comply with Section 162(m) of the Internal Revenue Code and

14     GRAPHIC      2015 Proxy Statement   

Table of Contents

the applicable performance goals and criteria that may be established for such awards, please refer to the discussion under the heading "Performance-Based Awards to Covered Employees," below.

In any calendar year, the maximum number of shares with respect to one or more awards that may be granted to any one participant during the year under the 2004 Plan is 3,000,000 shares, subject to adjustment in the event of specified capitalization events of our Company, and the maximum amount that may be paid in cash during any calendar year with respect to any award is $5 million. To the extent required by Section 162(m) of the Internal Revenue Code, if an option is canceled, the shares subject to the cancelled option will continue to count against the maximum number of shares with respect to which the option may be granted to a participant.

Awards

Under the 2004 Plan, the following awards may be granted: stock options (including "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code), restricted stock, stock appreciation rights, restricted stock units, other share-based awards, and stock-based and cash-based awards that qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code (all such grants are collectively referred to as "awards").

Eligibility

Incentive stock options may be granted only to our employees and to employees of any of our subsidiaries meeting the requirements of the Internal Revenue Code. Awards other than incentive stock options may be granted to our non-employee directors and to employees of, and consultants to, the Company and any of its affiliates. As of April 24, 2015, seven non-employee directors and 5,696 employees were eligible to participate in the 2004 Plan.

Administration

The 2004 Plan provides that it will be administered by our Board of Directors, unless the Board of Directors elects to delegate administration responsibilities to a committee. In this proposal, we refer to the Board of Directors or the committee to which administration of the 2004 Plan has been delegated as the "Committee". Unless otherwise determined by our Board of Directors, the 2004 Plan requires that any committee to which administration responsibilities are delegated must consist solely of two or more members of our Board of Directors, each of whom is an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code, a "non-employee director" satisfying the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and an "independent director" under the New York Stock Exchange rules (or other principal securities market on which our common stock is traded). The Committee has the sole authority to grant awards and sole and exclusive discretion to interpret and administer the 2004 Plan. The Committee determines the eligible individuals who will receive grants and the precise terms of the grants (including accelerations or waivers of any restrictions, and the conditions under which such accelerated vesting or waivers occur, such as in connection with a participant's death, subject to certain limitations in the case of performance-based awards that are intended to qualify as qualified performance-based compensation under Section 162(m) of the Internal Revenue Code). The Committee has the authority to amend or modify the terms of an outstanding award, except that an amendment that materially and adversely impacts the rights under an outstanding award will require prior written consent from the participant, unless the amendment is necessary or desirable to facilitate compliance with applicable law or to avoid adverse tax consequences under Section 409A of the Internal Revenue Code. The decisions of the Committee will be final and binding on all holders of awards. To the extent permitted by applicable law, our Board of Directors also may delegate to a committee of one or more members of our Board of Directors or one or more officers of our Company the authority to grant

    GRAPHIC      2015 Proxy Statement    15

Table of Contents

or amend awards to participants other than employees who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, employees subject to Section 162(m) of the Internal Revenue Code, or officers or directors of our Company to whom authority to grant or amend awards has been delegated.

Stock Options

The 2004 Plan authorizes the grant of incentive stock options, which are intended to satisfy the requirements of Section 422 of the Internal Revenue Code, and non-qualified stock options, which do not satisfy the requirements of Section 422 of the Internal Revenue Code. The exercise price of stock options granted under the 2004 Plan may not be less than 100% (or higher in the case of certain incentive stock options) of the fair market value of a share of our common stock on the date of grant. While our common stock is traded on an established stock exchange, "fair market value" means, as of any given date, the closing price of a share of our common stock as quoted on the principal exchange on which our common stock is listed for such date, or if no sale occurred on such date, the first trading date immediately prior to such date during which a sale occurred. As of April 24, 2015, the closing price on the New York Stock Exchange ("NYSE") of our common stock was $3.96. Options granted under the 2004 Plan will vest at the rate specified by the Committee, except that no option will fully vest prior to the first anniversary of the date of grant. No stock option will be exercisable more than ten years after the date it is granted.

The Committee determines the methods by which the exercise price of options is paid, including the following: in cash or check, in shares, through a broker-dealer sale and remittance procedure pursuant to which the participant effects a same-day exercise of the option and sale of the purchased shares in order to cover the exercise price for the purchased shares and the applicable withholding taxes, a "net exercise" arrangement pursuant to which the number of shares issuable upon exercise of the option is reduced by a number of shares having a fair market value equal to the exercise price and tax withholding. In addition, the Committee may provide financial assistance to a participant who wishes to exercise his or her outstanding options, provided that the participant is not an executive officer or member of the Board of Directors, by allowing the participant to deliver an interest-bearing full recourse promissory note or through a third-party loan guaranteed by the Company in the amount of the exercise price and any associated withholding taxes.

An option may not be exercised for a fraction of a share. Until the underlying shares are issued, no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the shares subject to an option, notwithstanding the exercise of the option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares are issued, except in the case of a capitalization event of the Company as provided under the terms of the 2004 Plan.

If a participant ceases to provide services to the Company or any affiliate of the Company, the participant may exercise his or her option within such period of time as is specified in the award agreement to the extent that the option is vested on the date of termination (but in no event later than the expiration of the term of such option as set forth in the award agreement). Unless otherwise provided by the Committee, if on the date of termination the participant is not vested as to his or her entire option, the unvested portion of the option will be forfeited and the shares covered by the unvested portion of the option will revert to the Plan. If after termination of service the participant does not exercise his or her option within the time specified by the Committee, the option will terminate, and the shares covered by such option will revert to the Plan.

Restricted Stock Awards

An award of restricted stock is a direct grant of common stock, subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation,

16     GRAPHIC      2015 Proxy Statement   

Table of Contents

limitations on the right to vote the underlying shares or the right to receive dividends with respect to the underlying shares). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the award or thereafter, except that no award of restricted stock may fully vest prior to the first anniversary of the grant date. Generally, any shares subject to restrictions are forfeited upon termination of employment. The price, if any, that participants are required to pay for each share of restricted stock will be set by the Committee and will be paid in a form approved by the Committee, which may be cash, services rendered or to be rendered to us or an affiliate of our Company, or in another form of payment. To the extent that any dividends are payable with respect to a restricted stock award that vests based on the attainment of performance conditions, the dividends will not be paid unless the underlying award vests.

Stock Appreciation Rights

Stock appreciation rights, or "SARs," typically provide for payments to the holder based upon increases in the price of our common stock from the date the SAR was granted to the date that the right is exercised. The Committee will generally determine when the SAR will vest and become exercisable, except that no SAR may fully vest prior to the first anniversary of the grant date. The grant price of a SAR may not be less than the fair market value of a share on the date of grant of the SAR. The Committee determines the term of a SAR, but no SAR will be exercisable more than ten years after the date it is granted.

The Committee may elect to settle exercised SARs in cash, in shares, or in a combination of cash and shares. Until the shares are issued, no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the shares subject to a SAR, notwithstanding the exercise of the SAR. No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares are issued, except in the case of a capitalization event as provided under the terms of the 2004 Plan. Upon termination of a participant's employment (other than by reason of death or retirement), a SAR will generally be subject to the same conditions as apply to stock options.

Restricted Stock Units

Restricted stock units are denominated in unit equivalent of shares and are typically awarded to participants without payment of consideration. Restricted stock unit units may be subject to vesting conditions based upon the passage of time or the attainment of performance-based conditions as determined in the discretion of the Committee, except that no restricted stock units may fully vest before the first anniversary of the grant date. Except as otherwise determined by the Committee at the time of the grant of the award or thereafter, any restricted stock units that are not vested as of the date of the participant's termination of service will be forfeited. Unlike restricted stock, the stock underlying restricted stock units will not be issued until the restricted stock units have vested. In addition, recipients of restricted stock units generally have no voting or dividend rights until the vesting conditions are satisfied and the underlying shares are issued. Restricted stock units may be settled in shares, cash or a combination of both. On the vesting date (or such later date as determined by the Committee and set forth in the agreement evidencing the award), the participant will be issued one unrestricted, fully transferable share for each restricted stock unit scheduled to be paid out on such date and not previously forfeited. Alternatively, settlement of a restricted stock unit may be made in cash (in an amount reflecting the fair market value of shares that would have been issued) or any combination of cash and shares, as determined by the Committee, in its sole discretion. The Committee may authorize dividend equivalents to be paid on outstanding restricted stock units. If dividend equivalents are authorized to be paid, they may be paid in cash or shares at the time dividends are declared on the shares or at the time the awards vest, in the discretion of the Committee. To the extent that any dividend equivalents are payable with respect to restricted stock units that vest based on the attainment of performance conditions, the dividend equivalents will not be paid unless the underlying award vests.

    GRAPHIC      2015 Proxy Statement    17

Table of Contents

Other Share-Based Awards

The Committee is authorized under the 2004 Plan to make any other award that is not inconsistent with the provisions of the 2004 Plan and that by its terms involves or might involve the issuance of shares, or of a right vesting based on the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or the issuance of any other security with the value derived from the value of the shares. The Committee may elect to settle these awards in cash, in shares, or in a combination of cash and shares. The Committee may establish the exercise price, if any, of any other share-based awards granted under the Plan, except that the exercise price may not be less than the higher of (i) the fair market value of a share on the date of grant for an award that is intended to be exempt from Section 409A of the Internal Revenue Code or (ii) the par value of a share on the date of grant, unless otherwise permitted by applicable law. To the extent that any dividend equivalents are payable with respect to a share-based award that is a full value award that vests based on the attainment of performance conditions, the dividend equivalents will not be paid unless the underlying award vests.

Performance-Based Awards to Covered Employees

Performance-based awards include awards other than options or SARs which comply with IRS requirements under Section 162(m) of the Internal Revenue Code for performance-based compensation. The Committee may designate employees as "covered employees" (our chief executive officer and our three other highest compensated executive officers other than our chief financial officer) whose compensation for a given fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Internal Revenue Code. The Committee may grant to such covered employees awards that are paid, vest or become exercisable upon the attainment of Company performance goals which are related to one or more of the following performance criteria as applicable to us or any of our affiliates, divisions or operating business units, or the performance of an individual, any of which performance criteria may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group or securities or stock market index: earnings per share, whether in total or from continuing operations, income, net income (either before or after taxes, amortization, interest and/or depreciation), operating income (either before or after restructuring and amortization charges), sales or revenue, gross or net profit margin, return on operating assets or net assets, return on shareholders' equity, return on capital, return on sales, economic value added, stock price appreciation, total shareholder return (measured in terms of stock price appreciation and dividend growth), or earnings or net earnings (either before or after interest, taxes, depreciation and amortization or either before or after interest, taxes and amortization), operating earnings, cash flow (including, without limitation, operating cash flow and free cash flow), cash flow return on capital, productivity, expense, operating efficiency, customer satisfaction, working capital, price per share, market share, new products, customer penetration, technology and risk management.

At the time of grant, the Committee may specify one or more objectively determinable adjustments permitted under the 2004 Plan that may be made to one or more of the performance goals.

Transferability of Awards

Except as otherwise provided by the Committee, no award granted under the 2004 Plan may be assigned, transferred, or otherwise disposed of by a participant other than by will or the laws of descent and distribution or, with respect to awards other than incentive stock options, under a registered offering on the terms and conditions as determined by the Committee. The Committee by express provision in the award agreement may permit an award (other than an incentive stock option) to be transferred to certain family members of the participant, to a trust for the benefit of the participant or certain family member of the participant, to a partnership, limited liability company or corporation in which the participant or certain

18     GRAPHIC      2015 Proxy Statement   

Table of Contents

family member of the participant are the only partners, members or shareholders, or for charitable donations; provided that the assignee is bound by and subject to all of the terms and conditions of the 2004 Plan and the award agreement relating to the transferred award, and will execute an agreement satisfactory to us evidencing the obligations.

Changes in Control

Except as may otherwise be provided in an agreement evidencing an award or other agreement, in the event of a change in control of the Company, unless an award is converted, assumed, substituted or replaced by the successor corporation, each award outstanding under the 2004 Plan will immediately vest, and following the change in control, the awards will immediately terminate. The Committee may also provide at any time that an award will automatically accelerate in connection with a change in control, regardless of whether it is assumed or not. Where awards are assumed, substituted or otherwise continued after a change in control of the Company, the Committee may provide that one or more awards will automatically accelerated upon an involuntary termination of the participant's employment or service within a designated period following the effective date of a change of control. "Change in control" as referenced in this Proposal 4 has the meaning given it in the 2004 Plan, a copy of which is attached to this proxy statement as Appendix A.

Adjustments Upon Changes in Capitalization

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, or other distribution (other than normal cash dividends) of assets to our shareholders or any other change in capitalization affecting our common stock other than certain equity restructurings identified in the 2004 Plan, the Committee has discretion to make appropriate adjustments in the number and type of shares subject to the 2004 Plan, the terms and conditions of any award outstanding under the 2004 Plan, and the grant or exercise price of any such award. In the case of certain equity restructurings as specified in the 2004 Plan, the number and type of securities subject to each outstanding award and the grant or exercise price will be adjusted without any discretion on the part of the Committee.

Amendment and Termination of Plan

With the approval of our Board of Directors, at any time and from time to time, the Board may terminate, amend or modify the 2004 Plan, except that the Board may not, without prior shareholder approval, amend the 2004 Plan in any manner that would require shareholder approval to comply with any applicable laws, rules or regulations, including increasing the number of shares available under the 2004 Plan (other than any adjustment), or permitting the Board to extend the exercise period for an option beyond ten years from the date of grant. Except as may be required to avoid adverse tax consequences under Section 409A of the Internal Revenue Code or as may be required or desirable to facilitate compliance with applicable law, no termination, amendment or modification of the 2004 Plan may adversely affect in any material way any award granted under the 2004 Plan without the consent of the participant.

In addition, absent approval of our shareholders, no option or SAR may be amended to reduce the exercise price or grant price of the shares subject to such option or SAR and (except as permitted under the provisions of the 2004 Plan dealing with certain capitalization adjustments and change in control) no option or SAR may be cancelled in exchange for the grant of an option or SAR having a lower per share exercise price or for a cash payment or another award at a time when the option or SAR has a per share exercise price that is higher than the fair market value of the shares.

    GRAPHIC      2015 Proxy Statement    19

Table of Contents

Clawback/Recovery

Awards are subject to recoupment under any "clawback" policy that the Company is required to adopt under applicable stock exchange rules or as otherwise required by the Dodd-Frank Act or other applicable law.

Plan Term

The 2004 Plan will continue in effect until terminated by our Board of Directors, but no incentive stock options may be granted under the 2004 Plan after the tenth anniversary of the date the amendments to the 2004 Plan were approved by our Board of Directors. Any awards that are outstanding at the time the 2004 Plan terminates will remain in force according to the terms of the 2004 Plan and the applicable agreement evidencing the award.

Federal Income Tax Consequences

The following is a summary of the U.S. federal income tax consequences applicable to equity awards under the 2004 Plan based on current U.S. federal income tax laws. The 2004 Plan is not qualified under Section 401(a) of the Internal Revenue Code. The summary is general in nature and is not intended to cover all tax consequences that may apply to a particular employee, director or to the Company. The provisions of the Internal Revenue Code and regulations thereunder relating to these matters are complicated, may change and their impact in any one case may depend upon the particular circumstances. Further, this summary does not discuss the tax consequences of a participant's death or the provisions of any income tax laws of any municipality, state or foreign country in which a participant may reside.

Nonqualified Stock Options.    With respect to nonqualified stock options: (i) no income is recognized by the participant at the time the nonqualified stock option is granted; (ii) generally, at exercise, ordinary income is recognized by the participant in an amount equal to the difference between the option exercise price paid for the shares and the fair market value of the shares on the date of exercise and we are entitled to a tax deduction in the same amount (subject to the restrictions on deductibility described under "Section 162(m) Limitation" below); and (iii) upon disposition of the shares, any gain or loss is treated as capital gain or loss. If the options are exercised and the shares acquired are sold on the same date, generally, the difference between the option exercise price paid for the shares and the sale price is recognized as ordinary income and no capital gain or loss is reported. If required, income tax must be withheld from the participant on the income recognized by the participant upon exercise of a nonqualified stock option.

Incentive Stock Options.    The grant of an incentive stock option under the 2004 Plan will not result in any federal income tax consequences to the participant or to us. A participant recognizes no federal taxable income upon exercising an incentive stock option (subject to the alternative minimum tax rules discussed below), and we receive no deduction at the time of exercise. In the event of a disposition of common stock acquired upon exercise of an incentive stock option, the tax consequences depend upon how long the participant has held the shares of common stock. If the participant does not dispose of the shares within two years after the incentive stock option was granted, nor within one year after the incentive stock option was exercised, the participant will recognize a long-term capital gain (or loss) equal to the difference between the sale price of the shares and the exercise price. We are not entitled to any deduction under these circumstances.

If the participant fails to satisfy either of these holding periods, he or she must recognize ordinary income in the year of the disposition (referred to as a "disqualifying disposition"). The amount of such ordinary

20     GRAPHIC      2015 Proxy Statement   

Table of Contents

income generally is the lesser of (A) the difference between the amount realized on the disposition and the exercise price or (B) the difference between the fair market value of the common stock on the exercise date and the exercise price. Any gain in excess of the amount taxed as ordinary income will be treated as a long or short-term capital gain, depending on whether the common stock was held for more than one year. In the year of the disqualifying disposition, we are entitled to a deduction equal to the amount of ordinary income recognized by the participant, subject to possible limitations imposed by Section 162(m) of the Internal Revenue Code.

The "spread" under an incentive stock option—i.e., the difference between the fair market value of the shares at the time of exercise and the exercise price—is classified as an item of adjustment in the year of exercise for purposes of the alternative minimum tax. If a participant's alternative minimum tax liability exceeds such participant's regular income tax liability, the participant will owe the larger amount of taxes. The alternative minimum tax will not apply with respect to incentive stock options if the participant sells the shares within the same calendar year in which the incentive stock options are exercised. However, such a sale of shares within the same year of exercise will constitute a disqualifying disposition, as described above.

Stock Appreciation Rights.    Upon exercise of a SAR, the participant will recognize ordinary income (treated as compensation) in an amount equal to the difference between the aggregate fair market value of the shares with respect to the number of shares that the SAR is exercised over the aggregate exercise price for such shares subject to the SAR. We generally will be entitled to a business expense deduction in the same amount and at the same time as the participant recognizes ordinary compensation income (subject to the limits of Section 162(m) of the Internal Revenue Code). If required, income tax must be withheld from the participant on the income recognized by the participant upon exercise of a SAR.

Restricted Stock.    In the absence of a Section 83(b) election (as described below), a participant who receives restricted stock will recognize no income at the time of grant. When the restrictions lapse, a participant will recognize ordinary income (treated as compensation) equal to the fair market value of the stock when the restrictions lapse over the amount paid (if any) for the stock. As the restrictions applicable to a grant of restricted stock lapse (for example, if the restrictions on 20% of a grant lapse on each anniversary of the grant date), the participant will include the applicable portion of the shares that vests as ordinary income (treated as compensation). The participant's basis in the common stock is equal to the amount included in income on the expiration of the restrictions and the amount paid (if any), and the holding period will begin when the restrictions end. Any disposition of the restricted stock will result in a long- or short-term capital gain or loss (depending on the time the common stock is held after the restrictions end). We generally will be entitled to a deduction equal to the fair market value of the common stock when it is included in the participant's income, and will also be entitled to a business expense deduction for dividends paid to the participant (if any) on common stock that remains subject to restrictions (in each case subject to the limits of Section 162(m) of the Internal Revenue Code).

If a participant makes a Section 83(b) election within 30 days of the grant of the award, the participant must recognize the fair market value of the restricted stock on the date of grant as ordinary income (treated as compensation) as of the date of grant, and the holding period would begin at the time the restricted stock is granted. We generally would be entitled to a corresponding business expense deduction for the grant, but dividends on the stock would not be deductible. Any subsequent disposition of the stock by the participant, other than by forfeiture, would result in capital gain or loss, which would be long- or short-term, depending on the holding period. Upon a subsequent forfeiture of restricted stock with respect to which a Section 83(b) election has been made, no deduction will be allowed in respect of the amount included as income at the time the Section 83(b) election was made; however, the participant will generally be allowed a loss deduction equal to the amount (if any) the participant paid for the restricted stock over the amount (if any) we paid the participant for the restricted stock at the time it is forfeited.

    GRAPHIC      2015 Proxy Statement    21

Table of Contents

If required, income tax must be withheld from the participant on the income recognized by the participant at the time the restrictions on the restricted stock lapse (or grant of the restricted stock, in the event the participant makes a Section 83(b) election).

Restricted Stock Units.    A participant will not recognize any income at the time a restricted stock unit is granted, nor will we be entitled to a deduction at that time. When payment on a restricted stock unit is made, the participant will recognize ordinary income in an amount equal to the fair market value of the common stock received (or if the restricted stock unit is settled in cash, the cash amount). If required, income tax must be withheld on the income recognized by the participant. We will receive a deduction for federal income tax purposes equal to the ordinary income recognized by the participant, subject to the limits of Section 162(m) of the Internal Revenue Code.

Performance-Based Awards.    A participant will generally not recognize income at the time an award based on achievement of performance objectives is granted, nor will we be entitled to a deduction at that time. When payment on the performance award is made, the participant generally will recognize ordinary income in an amount equal to the fair market value of the common stock received (or if the award is settled in cash, the cash amount). If required, income tax must be withheld on the income recognized by the participant. We will receive a deduction for federal income tax purposes equal to the ordinary income recognized by the participant, subject to the limits of Section 162(m) of the Internal Revenue Code.

Dividend Equivalents.    A recipient of dividend equivalents generally will recognize ordinary income at the time the dividend equivalent is paid. If required, income tax must be withheld on the income recognized by the participant. We will receive a deduction for federal income tax purposes equal to the ordinary income recognized by the participant, subject to the limits of Section 162(m) of the Internal Revenue Code.

Section 162(m) Limitation.    In general, under Section 162(m) of the Internal Revenue Code, income tax deductions of publicly-held corporations may be limited to the extent total compensation (including base salary, annual bonus, stock option exercises and non-qualified benefits paid) for specified executive officers exceeds $1 million (less the amount of any "excess parachute payments" as defined in Section 280G of the Internal Revenue Code) in any one year. However, under Section 162(m), the deduction limit does not apply to certain "performance-based compensation" as provided for by the Internal Revenue Code and established by an independent compensation committee which is adequately disclosed to, and approved by, shareholders. In particular, stock options and SARs will satisfy the "performance-based compensation" exception if the awards are made by a qualifying compensation committee, the underlying plan sets the maximum number of shares that can be granted to any person within a specified period and the compensation is based solely on an increase in the stock price after the grant date (i.e., the option exercise price is equal to or greater than the fair market value of the stock subject to the award on the grant date). Performance or incentive awards, such as performance-based restricted stock and restricted stock units granted under the 2004 Plan may qualify as "qualified performance-based compensation" for purposes of Section 162(m) if such awards are granted or vest upon the pre-established objective performance goals described above.

We have attempted to structure the 2004 Plan in such a manner that the Committee may grant stock options, SARs and performance and incentive awards granted under the 2004 Plan in a manner that remuneration attributable to such awards will not be subject to the $1 million limitation. However, there can be no assurance that such compensation under the 2004 Plan will be fully deductible under all circumstances. In addition, in the event that the Committee determines that it is advisable to grant performance-based awards that are not intended to qualify as performance-based compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on performance measures other than those set forth above.

22     GRAPHIC      2015 Proxy Statement   

Table of Contents

Section 409A.    Section 409A of the Internal Revenue Code imposes certain requirements on non-qualified deferred compensation arrangements. These include requirements on an individual's election to defer compensation and the individual's selection of the timing and form of distribution of the deferred compensation. Section 409A also generally provides that distributions must be made on or following the occurrence of certain events (i.e., the individual's separation from service, a predetermined date, or the individual's death). Section 409A imposes restrictions on an individual's ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are officers, Section 409A requires that such individual's distribution commence no earlier than six months after such officer's separation from service.

Certain awards under the 2004 Plan may be designed to be subject to the requirements of Section 409A in form and in operation. For example, restricted stock units that provide for a settlement date following the vesting date may be subject to Section 409A. If an award under the 2004 Plan is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with the requirements of Section 409A, Section 409A imposes an additional 20% federal penalty tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

New Plan Benefits

Future awards to employees, officers, directors and consultants under the 2004 Plan are generally made at the discretion of the Committee. Therefore the benefits and amounts that will be received or allocated under the 2004 Plan in the future are not determinable at this time.

    GRAPHIC      2015 Proxy Statement    23

Table of Contents

Past Grants under the 2004 Plan

As of April 24, 2015, awards covering 26,408,510 shares of the common stock had been granted under the 2004 Plan. The following table shows information regarding the grants of those awards among the persons and groups identified below.


Prior Grants Under the 2004 Plan

 
   
  Performance RSUs  
 
  Options and RSUs
No. of Shares
  Target
No. of Shares
  Maximum
No. of Shares
 

Michael Boustridge, President & CEO*

    891,934     216,254     648,762  

Christian Mezger, EVP & CFO

    836,611     68,147     204,441  

Tina Piermarini, EVP & Chief Administrative Officer

    359,011     68,147     204,441  

R. Bruce Douglas, Former SVP, North America

    561,150          

David Peterschmidt, Former President & CEO

    1,376,000          

Michael E. Lehman, Former Interim CFO

             

Anthony Fogel, Former SVP & Chief Human Resources Officer

    422,800          

M. Sean Radcliffe, SVP, General Counsel & Secretary

    470,558     54,518     163,554  

All Current Executive Officers as a Group

    2,558,114     407,066     1,221,198  

All Current Non-Executive Directors as a Group*

    775,374          

All Current Non-Executive Officer Employees as a Group

    4,212,381     40,889     122,667  

*
Number of shares subject to award for Mr. Boustridge and the total number of shares subject to award for our named executive officers as a group include awards received by Mr. Boustridge during his service as a non-executive director of the Company and prior to his appointment as our Chief Executive Officer.

Required Vote

Approval of this Proposal requires the affirmative vote of the majority of shares of the Company present in person or by proxy at the annual meeting and entitled to vote on this Proposal, provided a quorum is present.

24     GRAPHIC      2015 Proxy Statement   

Table of Contents

Equity Compensation Plans

The following table sets forth information as of December 31, 2014, with respect to the Company's equity compensation plans:

 
  Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
  Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
  Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
 

Equity compensation plans/arrangements approved by security holders

    4,168,408 (1) $ 4.71     9,814,763 (2)

Equity compensation plans/arrangements not approved by security holders

    2,931,258 (3) $ 3.10      

Total

    7,099,666           9,814,763  

(1)
Consists of 1,538,959 stock options with a weighted average exercise price of $4.71 and 2,629,449 restricted stock units.

(2)
Includes 7,513,976 shares remaining available for future grants at December 31, 2014, under our Incentive Plan, plus 2,300,787 shares available for future sales to employees under our Employee Stock Purchase Plan.

(3)
Represents 2,215,217 stock options issued and 716,041 restricted stock unit awards issued as inducement awards. The options have a weighted average exercise price of $3.10.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2004 INCENTIVE PLAN

    GRAPHIC      2015 Proxy Statement    25

Table of Contents

Part 3—Beneficial Ownership

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding beneficial ownership of our common stock on April 24, 2015 (unless noted otherwise). The table includes stock options exercisable for shares of common stock within sixty days of April 24, 2015 and Restricted Stock Unit ("RSU") awards that will vest within sixty days of April 24, 2015, held by (i) each person or group of persons known by us to own beneficially more than 5% of the outstanding common stock, (ii) each of our directors and director nominees, (iii) each Named Executive Officer (as identified and defined in "Executive Compensation" below), and (iv) all of our executive officers and directors as a group. All information is taken from or based upon ownership filings made by such persons with the Securities and Exchange Commission and other information provided by such persons to us. Unless otherwise indicated, (i) the beneficial owners listed below have sole voting and investment power with respect to the shares reported as owned and (ii) the address for all of the beneficial owners listed below is 6363 South Fiddler's Green Circle, Suite 1400, Greenwood Village, Colorado, 80111. On April 24, 2015, there were 78,787,867 shares of common stock outstanding.

 
  Amount and Nature of
Beneficial Ownership
  Percentage of
Class(1)
 

Named Executive Officers, Directors and Director Nominees:

             

Michael Boustridge(2)

    400,062     * %

Christian Mezger(3)

    251,846     * %

Tina Piermarini

    35,777     * %

David Peterschmidt(4)

    2,178,610     * %

Michael E. Lehman(5)

         

R. Bruce Douglas(6)

    133,368     * %

Anthony Fogel(7)

    84,270     * %

Richard K. Coleman, Jr.(8)

    19,971     * %

Jean-Francois Heitz(9)

    79,820     * %

Paul A. Jacobs(10)

    123,980     * %

Stephen S. Kurtz(11)

    141,280     * %

Kurt J. Lauk(12)

    95,741     * %

Mark Lewis

         

James C. Spira(13)

    121,800     * %

Bobby G. Stevenson(14)

    6,511,060     8.2 %

All current directors and executive officers as a group (11 persons)(15)

    7,880,473     10.0 %

5% Shareholders:

   
 
   
 
 

Invesco Ltd.(16)

    7,290,058     9.3 %

BlackRock, Inc.(17)

    6,964,281     8.9 %

Dimensional Fund Advisors LP(18)

    6,182,235     7.9 %

Frontier Capital Management Co., LLC(19)

    4,107,027     5.2 %

Heartland Advisors, Inc.(20)

    3,903,300     5.0 %

*
less than 1%

(1)
Shares of common stock subject to RSUs or stock options currently exercisable or exercisable within 60 days following April 24, 2015, are deemed outstanding for computing the share ownership and percentage of the person holding such RSUs or stock options, but are not deemed outstanding for computing the percentage of any other person. The percentage of our
26     GRAPHIC      2015 Proxy Statement   

Table of Contents

    common stock owned by each of our executive officers and directors was calculated using the total number of shares of our common stock outstanding as of April 24, 2015. The aggregate percentage of our common stock owned by each of Invesco Ltd. ("Invesco"), BlackRock, Inc. (BlackRock"), Dimensional Fund Advisors LP ("Dimensional"), Frontier Capital Management Co., LLC ("Frontier") and Heartland Advisors, Inc. ("Heartland") was calculated using the total number of shares of common stock outstanding as of December 31, 2014. The total number of shares of common stock outstanding as of December 31, 2014, was 78,696,527.

(2)
Mr. Boustridge's beneficial ownership includes (i) vested options to purchase 152,853 shares of common stock and (ii) options to purchase 33,968 shares of common stock exercisable within 60 days of April 24, 2015.

(3)
Mr. Mezger's beneficial ownership includes (i) 27,747 RSUs that will vest within 60 days of April 24, 2015 and (ii) vested options to purchase 95,000 shares of common stock.

(4)
As of June 12, 2014, Mr. Peterschmidt was no longer a current officer of the Company. Beneficial ownership includes equity awards that were accelerated and became vested on June 12, 2014, pursuant to the severance agreement between Mr. Peterschmidt and the Company effective June 12, 2014, and vested options to purchase 1,358,689 shares of common stock that are still exercisable as of April 24, 2015.

(5)
As of February 11, 2014, Mr. Lehman was no longer a current executive officer of the Company.

(6)
As of January 24, 2015 Mr. Douglas was no longer a current executive officer of the Company.

(7)
As of June 13, 2014, Mr. Fogel was no longer a current executive officer of the Company.

(8)
Mr. Coleman's beneficial ownership includes 7,572 RSUs that will vest within 60 days of April 24, 2015.

(9)
Mr. Heitz's beneficial ownership includes 7,572 RSUs that will vest within 60 days of April 24, 2015.

(10)
Mr. Jacob's beneficial ownership includes (i) 7,572 RSUs that will vest within 60 days of April 24, 2015 and (ii) vested options to purchase 10,000 shares of common stock.

(11)
Mr. Kurtz's beneficial ownership includes (i) 7,572 RSUs that will vest within 60 days of April 24, 2015 and (ii) vested options to purchase 20,000 shares of common stock.

(12)
Dr. Lauk's beneficial ownership includes 7,572 RSUs that will vest within 60 days of April 24, 2015.

(13)
Mr. Spira's beneficial ownership includes (i) 7,572 RSUs that will vest within 60 days of April 24, 2015 and (ii) vested options to purchase 10,000 shares of common stock.

(14)
Mr. Stevenson's beneficial ownership includes: (i) 6,022,840 shares of common stock held by the Bobby G. Stevenson Revocable Trust, of which Mr. Stevenson is the Settlor, Trustee, and Beneficiary; (ii) 15,000 vested and exercisable options owned directly by Mr. Stevenson; (iii) 7,572 RSUs that will vest within 60 days of April 24, 2015 (iv) 360,000 shares of common stock held by the Dixie Foundation, which is governed by a four member board of directors
    GRAPHIC      2015 Proxy Statement    27

Table of Contents

    controlled by Mr. Stevenson's family members; and (v) 105,648 shares of common stock held in an IRA account.

(15)
The total beneficial ownership reported includes an aggregate of (i) 91,055 RSUs that will vest within 60 days of April 24, 2015, (ii) vested options to purchase 377,047 shares of common stock and (iii) options to purchase 40,419 shares of common stock exercisable within 60 days of April 24, 2015.

(16)
On February 2, 2015, Invesco filed a Schedule 13G/A with the SEC reporting investment in our common stock as of December 31, 2014. Based exclusively on the information contained therein, Invesco held sole voting and sole dispositive power over the shares of our common stock reported therein. The address for Invesco is 1555 Peachtree Street NE, Atlanta, GA 30309.

(17)
On January 22, 2015, BlackRock filed a Schedule 13G/A with the SEC reporting investment in our common stock as of December 31, 2014. Based exclusively on the information contained therein, BlackRock held sole voting power over 6,767,917 shares and sole dispositive power over 6,964,281 shares of our common stock. The address for BlackRock is 55 East 52nd Street, New York, NY 10022.

(18)
On February 5, 2015, Dimensional filed a Schedule 13G/A with the SEC reporting investment in our common stock as of December 31, 2014. Based exclusively on the information contained therein, Dimensional held sole voting power over 5,969,318 shares and sole dispositive power over 6,182,235 shares of our common stock. The address for Dimensional is Palisades West, Building One, 6300 Bee Cave Road, Austin, TX 78746.

(19)
On February 13, 2015, Frontier filed a Schedule 13G with the SEC reporting investment in our common stock as of December 31, 2014. Based exclusively on the information contained therein, Frontier held sole voting power over 1,474,445 shares and sole dispositive power over 4,107,027 shares of our common stock. The address for Frontier is 99 Summer Street, Boston, MA 02110.

(20)
On February 13, 2015, Heartland filed a Schedule 13G with the SEC reporting investment in our common stock as of December 31, 2014. Based exclusively on the information contained therein, Heartland held shared voting and shared dispositive power over the shares of our common stock reported therein. The address for Heartland is 789 North Water Street, Milwaukee, WI 53202.
28     GRAPHIC      2015 Proxy Statement   

Table of Contents

Part 4—Directors and Executive Officers

Our Board of Directors

Each year at our annual meeting, directors constituting approximately one-third of the Board are elected for a three-year term or until a successor is duly elected and qualified. The terms of the current Class III Directors (Mr. Paul A. Jacobs and Mr. Richard K. Coleman, Jr.) will expire at this 2015 Annual Meeting of Shareholders. The Nominating/Corporate Governance Committee have nominated Mr. Coleman and Mr. Lewis for election at the 2015 Annual Meeting of Shareholders as Class III directors. The terms of the Class I Directors (Mr. Jean-Francois Heitz, Mr. James C. Spira, and Mr. Bobby G. Stevenson) will expire in 2016 and the terms of the Class II Directors (Mr. Michael Boustridge, Mr. Stephen S. Kurtz, and Dr. Kurt J. Lauk) will expire in 2017. Mr. Spira and Dr. Lauk have notified the Company that they will resign as directors effective as of the annual meeting and Mr. Jacobs is not standing for reelection at the annual meeting.

The following table sets forth our directors and nominees, their ages, positions currently held with us, the year elected, and class of directorship.

Name
  Age   Position   Director Since   Class (Term Exp.)

Michael Boustridge

    52   Director   2012   Class II (2017)

Richard K. Coleman, Jr.

    58   Director   2014   Class III (2015)

Jean-Francois Heitz

    65   Director   2011   Class I (2016)

Paul A. Jacobs

    74   Chairman and Director   2005   Class III (2015)*

Stephen S. Kurtz

    64   Director   2007   Class II (2017)

Kurt J. Lauk

    68   Director   2010   Class II (2017)**

Mark Lewis

    52   Director Nominee     Nominee for Class III

James C. Spira

    72   Director   1994-1998; 2002   Class I (2016)**

Bobby G. Stevenson

    73   Director and Founder   1974   Class I (2016)

*
Not standing for reelection at the 2015 Annual Meeting of Shareholders.

**
Resigning effective as of the 2015 Annual Meeting of Shareholders.

Pursuant to our bylaws, vacancies on the Board may be filled by the affirmative vote of a majority of the remaining directors then in office. A director elected to fill a vacancy, including a vacancy created by an increase in the size of the Board, serves for the remainder of the full term of the new directorship or of the class of directors in which the vacancy occurred. If the number of directors is changed, any increase or decrease will be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

On March 29, 2015, (i) Mr. Jacobs informed us of his decision not to seek reelection at the 2015 Annual Meeting of Shareholders, and (ii) Dr. Lauk and Mr. Spira each notified us that they will resign as directors effective as of the date of the 2015 Annual Meeting of Shareholders. On April 15, 2015, we nominated Mr. Lewis to fill the vacancy created by the departure of Mr. Jacobs. We have agreed to fill the vacancy created by the departure of Dr. Lauk and Mr. Spira with independent directors. See "Directors and Executive Officers—Stockholder Agreement."

On April 15, 2015, we reduced the size of the Board of Directors from nine to eight directors by removing one existing seat from Class III. See "Directors and Executive Officers—Resolution of Stockholder Nominations."

    GRAPHIC      2015 Proxy Statement    29

Table of Contents

Class III Directors


PHOTO
 
Richard K. Coleman, Jr.
President and Chief Executive Officer
Crossroads Systems, Inc.

 

 


Service to Ciber


 


Mr. Coleman has been a member of our Board of Directors since April 2014. In 2014, he served as a member of the Nominating/Corporate Governance Committee and he will continue to serve in the same capacity in 2015.

Relevant
Experience

 

Mr. Coleman is the President and Chief Executive Officer of Crossroads Systems, Inc., a global provider of data storage solutions. He is also the founder and President of Rocky Mountain Venture Services, a firm that assists companies in planning and launching new business ventures and restructuring initiatives. Previously, Mr. Coleman served in a variety of senior operational roles including Chief Executive Officer of Vroom Technologies Inc., Chief Operating Officer of MetroNet Communications, and President of US West Long Distance. He also previously held significant officer level positions with Frontier Communications, Centex Telemanagement and Sprint Communications. Mr. Coleman began his career as an Air Force Telecommunications Officer managing Department of Defense R&D projects and has served as an adjunct professor for Regis University's graduate management program and is a guest lecturer for Denver University, focusing on leadership and ethics. Mr. Coleman holds a bachelor's degree from the United States Air Force Academy, an MBA from Golden Gate University, and is a graduate of the United States Air Force Communications Systems Officer School.

Contribution to
Board

 

Mr. Coleman has extensive experience as a senior executive in the information technology marketplace, as well as significant management consulting experience with a focus on restructuring and growth initiatives. This combination of experience makes him qualified to understand our business, our competitors, and our current position in the marketplace, and to provide meaningful guidance to the board in implementing future strategic initiatives.

Service on
Other Boards

 

In addition to being President and Chief Executive Officer of Crossroads System, Inc. (NASDAQ: CRDS), Mr. Coleman also serves on its board. Since May 2014, Mr. Coleman has also served on the board of Hudson Global, Inc. (NASDAQ: HSON), a leading worldwide provider of specialized recruitment, talent management and recruitment process outsourcing (RPO) services, where he also serves on the Compensation and Nominating/Governance Committees. In addition to his prior board experience with a variety of non-profit and private companies, Mr. Coleman previously served on the boards of NTS, Inc., a broadband services and telecommunications company (from 2012 until its sale in 2014); Aetrium Incorporated, a manufacturer of electromechanical equipment used in the handling and testing of semiconductor devices (2013 to 2014); and On Track Innovations Ltd., one of the pioneers of cashless payment technology (2012 to 2014).


 

 

 

 

 
30     GRAPHIC      2015 Proxy Statement   

Table of Contents


LOGO
 


Mark Lewis
Chairman and Chief Executive Officer
Formation Data Systems


 

 


Service to Ciber


 


Mr. Lewis has been nominated for election as a Class III Director at the 2015 Annual Meeting of Shareholders.

Relevant
Experience

 

Since September 2012, Mr. Lewis has been the Chairman and Chief Executive Officer of Formation Data Systems, a software company delivering a revolutionary dynamic storage services platform for IT cloud computing, as well as a senior advisor to Silver Lake, a technology company investment firm. From February 2010 to April 2015, Mr. Lewis also served on the board of Board of Riverbed Technology, Inc., a publicly traded IT company. Mr. Lewis served as Chief Strategy Officer and President of EMC Ventures, an information infrastructure technology and solutions company, from October 2010 to February 2012. Mr. Lewis' prior roles at EMC included President of the Content Management and Archiving Division, Chief Development Officer, Chief Technology Officer and co-leader of the EMC Software Group. Mr. Lewis joined EMC in July 2002 from Hewlett-Packard/Compaq, where he was Vice President and General Manager of Compaq's Enterprise Storage Group. From 1998 to 1999, Mr. Lewis led Compaq's Enterprise Storage Software Business after serving for two years as Director of Engineering for Multi Vendor Online Storage. Before that, he spent 13 years in storage-related engineering and product development at Digital Equipment Corporation, a computer manufacturing company. He holds a B.S. in Mechanical Engineering from University of Colorado, Boulder. He has studied Business Law, Marketing, and Accounting for an MBA at University of Colorado, Colorado Springs, and he attended the Executive Education Program at the Harvard Business School.

Contribution to
Board

 

Mr. Lewis brings to our Board of Directors his extensive engineering and IT services expertise, as well as significant experience in business management and leadership positions with several multi-national technology companies. These are the significant qualities that led the Nominating/Corporate Governance Committee to the conclusion that Mr. Lewis should serve as a director of Ciber.

Service on
Other Boards

 

Mr. Lewis has served on the Board of Riverbed Technology, Inc. (NASDAQ: RVBD) since February 2010.


 

 

 

 

 
    GRAPHIC      2015 Proxy Statement    31

Table of Contents

Class III Director Not Standing for Reelection


PHOTO
 
Paul A. Jacobs
Non-Executive Chairman
Ciber Inc.

 

 


Service to Ciber


 


Mr. Jacobs became the Chairman of our Board of Directors in April 2010. In 2014 he served on our Audit and Nominating/Corporate Governance Committees. Mr. Jacobs has been a Director since February 2005. Mr. Jacobs is not standing for reelection at the annual meeting.

Relevant
Experience

 

Mr. Jacobs was a founding member of the law firm of Jacobs Chase LLC, a Denver law firm formed in 1995. In 2011, Jacobs Chase LLC ceased operations as a law firm and substantially all of its lawyers moved to Husch Blackwell LLP, where Mr. Jacobs is Of Counsel. Mr. Jacobs was the driving force behind Denver's 1990 Major League Baseball Expansion bid and served as Executive Vice President and General Counsel of the Colorado Rockies from the inception of the franchise in 1991 through February 1995. Prior to that, Mr. Jacobs practiced at the Denver law firm of Holme Roberts & Owen (which merged with Bryan Cave LLP in December 2011) for 24 years, where he served on the Executive Committee for more than 10 years.

Contribution to
Board

 

In addition to his extensive management and personnel experience, Mr. Jacobs brings to our Board and his Chairmanship more than 40 years of comprehensive legal experience in representing a variety of businesses and entrepreneurs in corporate finance, mergers and acquisitions, business planning, and real estate. Mr. Jacobs' legal experience in corporate finance and mergers and acquisitions and with other financial matters makes him qualified to understand our business, our competitors, and our opportunities.

Service on
Other Boards

 

Mr. Jacobs is currently a Director of The Colorado Sports Hall of Fame.


 

 

 

 

 
32     GRAPHIC      2015 Proxy Statement   

Table of Contents

Class I Directors


PHOTO
 
Jean-Francois Heitz
(Retired) Deputy Chief Financial Officer, Microsoft Corporation
Ciber, Inc.

 

 


Service to
Ciber


 


Mr. Heitz was appointed to our Board of Directors and as a member of the Board's Audit Committee in June 2011. In 2014, he served as a member of the Compensation Committee and as the Chairman of the Audit Committee, and he will continue to serve in the same capacities in 2015.

Relevant
Experience

 

From 1989 to 2003, Mr. Heitz held several positions with Microsoft (NASDAQ: MSFT), where he was responsible for strategic operations, and treasury and finance functions. During his tenure with Microsoft, he was Deputy Chief Financial Officer from 2000 to 2003, at which time he assisted the Chief Financial Officer to lead the company's global finance, administration, IT and operations divisions, and he was primarily responsible for transactions, governance, integration of acquisitions and cross-organizational issues. From 1998 to 2000, Mr. Heitz was Corporate Treasurer of Microsoft and managed all capital markets, global cash management, foreign exchange, corporate finance, and credit and risk management activities. Prior to his role as Corporate Treasurer for Microsoft, Mr. Heitz served as Assistant Treasurer from 1994 to 1998 and as Director of Finance for Microsoft Southern Europe and General Manager, Business Operations, of Microsoft France from 1989 to 1994. From 1980 to 1989, he held various finance roles with Matra SA (now Group Lagardere), a French multinational high-tech conglomerate, including 4 years in Boston, and Vice President of Finance and Administration of Matra Systèmes from 1987 to 1989. While with UNITEC, a European subsidiary of Envirotech Corp., he oversaw sales and marketing from 1978 to 1980. From 1974 to 1978, Mr. Heitz was an Operations Research Engineer for Air Liquide S.A.

Contribution to
Board

 

Mr. Heitz brings deep financial and operations knowledge and significant experience in the international marketplace to Ciber's Board. Mr. Heitz's experience in finance, accounting and other financial matters makes him qualified to understand our business, our competitors and our opportunities. In addition, Mr. Heitz's experiences in international markets allow him to bring a global perspective to the Board. These are significant qualities that led the Nominating/Corporate Governance Committee to the conclusion that Mr. Heitz should serve as a director of Ciber.

Service on
Other Boards

 

Mr. Heitz currently serves as a Director for three private companies, Arc International S.A., Total Immersion, and Succès Europe, and as chair of the Audit Committee for Arc International. His past board memberships include Bull from 2006 to 2010, Business Objects from 2003 to 2008, Wavecom from 2005 to 2008, Xantrex from 2007 to 2008, and TIR Systems from 2006 to 2007. Mr. Heitz is on the Advisory Boards for the Stanford Technology Venture Program and two technology funds. In addition, he is a member of the Board of Trustees of the Overlake School and the Seattle Symphony Orchestra, where he also serves as President of the Seattle Symphony Foundation, as well as a member of the Virginia Mason Foundation Board.


 

 

 

 

 

 

 

 

 

 
    GRAPHIC      2015 Proxy Statement    33

Table of Contents


PHOTO
 


James C. Spira
President and Chief Operating Officer (Retired)
American Greetings Corporation


 

 


Service to
Ciber


 


Mr. Spira has been a Director since March 2002. In 2014, Mr. Spira served on the Board's Compensation Committee and as Chairman of the Nominating/Corporate Governance Committee. He also previously served as a Director from September 1994 until October 1998. Mr. Spira is resigning from the Board, effective as of the annual meeting.

Relevant
Experience

 

Mr. Spira was the President and Chief Operating Officer of American Greetings Corporation (NYSE: AM) from 2001 until his retirement in July 2003. From 1995 to 2001, he was the managing partner of Diamond Technology Partners, Inc., a Chicago, Illinois-based management consulting firm providing program management services to design and deploy technology-enabled business strategies. Previously, from 1974 to 1991, Mr. Spira was Co-founder, President, and Chief Executive Officer of Cleveland Consulting Associates, an operations and systems management consulting firm that conducts business with multi-national companies.

Contribution to
Board

 

Mr. Spira has over 40 years of management consulting experience and he brings his widely regarded expertise in developing and implementing winning competitive strategies and career-long focus on profit improvement to his membership on our Board of Directors. Mr. Spira's management consulting experience, in addition to his experience as a senior executive officer, make him qualified to understand our business, our competitors, and our opportunities. These are significant qualities that led the Nominating/Corporate Governance Committee to the conclusion that Mr. Spira should serve as a director of Ciber.

Service on
Other Boards

 

Mr. Spira currently serves as Chair of Spira and Company, a privately-held management consulting firm specializing in corporate strategy, and as non-executive Chair of Point to Point, a privately-held marketing and communications firm. From 2008 to 2012, he served as non-executive Chair of enlight Advisors, LLC, a Cleveland, Ohio privately-held management consulting firm specializing in corporate strategy. From July 2003 until September 2008, Mr. Spira served as non-executive Chairman of the Board of Brulant, Inc., a Cleveland, Ohio privately-held information services firm. He also served as a director of Brulant from 1997 to 2008. In 2005, he joined the board of Dealer Tire LLC, a private company that helps original equipment automobile manufacturers design, implement, and manage tire programs for their dealerships. In 2011, Mr. Spira became Director Emeritus for Dealer Tire LLC. From June 2004 to May 2011, Mr. Spira served on the Board and as a member of the Audit and Compensation Committees of Jackson Hewitt, Inc.


 

 

 

 

 
34     GRAPHIC      2015 Proxy Statement   

Table of Contents


PHOTO
 


Bobby G. Stevenson
Co-Founder
Ciber Inc.


 

 


Service to Ciber


 


Mr. Stevenson is a founder of the Company and has been serving as a Director since 1974. He served as Chairman from 1994 to 2010. He was a key figure in Ciber's formation and the ensuing growth of the Company.

Relevant
Experience

 

Mr. Stevenson served as Vice President in charge of recruiting and management of the Company's technical staff from 1974 until November 1977, when he became Chief Executive Officer. As Chief Executive Officer from 1977 to 1998, he was responsible for management of all of our operations and Ciber's growth and development throughout that period.

Contribution to
Board

 

Mr. Stevenson continues to utilize his long-term management experience with the Company and his extensive knowledge of the IT industry in his role on our Board of Directors. Mr. Stevenson's insights and perspectives as a founder of the Company and our prior Chief Executive Officer make him qualified to understand our business, our competitors and our opportunities. These are significant qualities that led the Nominating/Corporate Governance Committee to the conclusion that Mr. Stevenson should serve as a director of Ciber.


 

 

 

 

 
    GRAPHIC      2015 Proxy Statement    35

Table of Contents

Class II Directors


PHOTO
 
Michael Boustridge
Chief Executive Officer

 

 


Service to Ciber


 


Mr. Boustridge was appointed as our Chief Executive Officer effective June 12, 2014 and was appointed to our Board of Directors in March 2012. Mr. Boustridge served on the Board's Compensation and Nominating/Corporate Governance Committees in 2014, until his appointment as Chief Executive Officer.

Relevant
Experience

 

Prior to his appointment as our Chief Executive Officer, Mr. Boustridge was the Chief Executive Officer of Contact Solutions, a leading customer enablement company from 2013 to 2014. From 2011 to 2013, Mr. Boustridge was founder and President of BoKiwi Corp. From 2006 to 2011, he served as President of British Telecom ("BT") Global Services Multi-National Corporations, where he had responsibility for all aspects of BT's operations and performance for the global multi-national corporations, including BT Professional Services and BT Global Financial Services sector. Prior to being appointed to that role, he held various positions with BT, including President of the America, Canada, and Asia Pacific Divisions. Prior to joining BT, he served as Chief Sales and Chief Marketing Officer at Electronic Data Systems, LLC, which he joined in 1996 from Hitachi Data Systems.

Contribution to
Board

 

Mr. Boustridge brings to our Board of Directors his extensive global experience in IT services and his proven track record of strategic planning in successful service delivery and operational results for global companies. His international experience allows him to bring a global perspective to the Board. This together with his experience as a senior executive officer in the technology industry are significant qualities that led the Nominating/Corporate Governance Committee to the conclusion that Mr. Boustridge should serve as a director of Ciber.

Service on
Other Boards

 

Mr. Boustridge also currently serves on the Board of Directors and the Compensation Committee for Riverbed Technology, Inc. (NASDAQ: RVBD), a publicly-traded technology company that specializes in improving the performance of networks and networked applications, and on the Board of Directors of Cyan Inc. (NASDAQ: CYNI), a leading publicly-traded SDN company. Mr. Boustridge is on the Advisory Board of Any Presence, Inc., a privately-held cloud-based mobile platform company. He also serves on the board of one private company, DYN. He is also a member of the Board of Trustees of the XPRIZE Foundation, an educational nonprofit organization with the mission to bring about radical breakthroughs for the benefit of humanity, to inspire industries and to revitalize markets.


 

 

 

 

 
36     GRAPHIC      2015 Proxy Statement   

Table of Contents


PHOTO
 


Stephen S. Kurtz
Chief Executive Officer
MuscleSound, LLC


 

 


Service to Ciber


 


Mr. Kurtz was appointed to our Board in December 2007. In 2014, he served as Chairman of the Compensation Committee and as a member of the Board's Audit Committee, and will continue to serve in those capacities in 2015.

Relevant
Experience

 

Mr. Kurtz's professional experience includes negotiation, structuring, and tax planning for mergers, acquisitions, joint ventures, and leveraged buyouts. Since 2012, Mr. Kurtz has been the Chief Executive Officer of MuscleSound, LLC, a health-IT services company headquartered in Denver, Colorado. From 2001 to 2013, Mr. Kurtz served as a Co-Managing Member of Mankwitz Kurtz Investments, LLC, a Denver-based private equity firm, which he formed in 2001. In 2008, Mr. Kurtz formed Kurtz Financial, LLC, a consulting firm specializing in restructuring, turnarounds, and mergers and acquisitions advisory services. From 1978 to 2001, he was President of the CPA firm of Shenkin Kurtz Baker & Co. Mr. Kurtz is a certified public accountant.

Contribution to
Board

 

For over 30 years, Mr. Kurtz has provided professional services in accounting and finance, bringing depth and financial expertise to our Board as well as our Audit and Compensation Committees. Mr. Kurtz's significant experience in finance, accounting, and other financial matters makes him qualified to understand our business, our competitors, and our opportunities. These are significant qualities that led the Nominating/Corporate Governance Committee to the conclusion that Mr. Kurtz should serve as a director of Ciber.

Service on
Other Boards

 

From 1995 to 2010, he was a member of the Board of Directors and Chairman of the Audit and Finance Committees of HCA-HealthOne in Denver and is a former member of the Community Board of Wells Fargo Colorado, N.A. (NYSE: WFC). Since November 2009, Mr. Kurtz has also been a member of the Board, member of the Governance Committee, and the Chairman of the Audit Committee of Pembrook Mining Corp., a privately-held, Canada- based international mining company. In 2012, Mr. Kurtz began serving as a Board member and as Chair of the Audit Committee of LaSalle Mining Corp., a privately-held, Canada-based mining company.


 

 

 

 

 
    GRAPHIC      2015 Proxy Statement    37

Table of Contents


PHOTO
 


Kurt J. Lauk, PhD
Co-Founder Globe Capital Partners
Globe CP GmbH, New York / Stuttgart


 

 


Service to Ciber


 


Dr. Lauk was appointed to our Board in November 2010. He served as a member of the Board's Audit and Nominating/Corporate Governance Committees in 2014. Dr. Lauk is resigning from the Board, effective as of the annual meeting.

Relevant
Experience

 

Dr. Lauk is an executive officer of Globe CP GmbH. Since 2004, Dr. Lauk has been a special advisor to Silver Lake Partners, a leader in private investments in technology and technology-enabled industries. From 1996 to 1999, Dr. Lauk held senior management roles in, and was responsible for, the global Commercial Vehicle Division of DaimlerChrysler and also served as a Member of DaimlerChrysler's Board of Management. Prior to joining DaimlerChrysler, he held the position of Chief Financial Officer and Chief Controller of VEBA AG (today E.on AG) (Pink Sheets: EONGY and Frankfurt Stock Exchange: EOAN), Germany's largest publicly-listed energy conglomerate, where he served as a Member of its Board of Management with IT responsibilities. Prior to that, Dr. Lauk was Deputy Chairman and Chief Financial Officer of Audi AG (Frankfurt Stock Exchange: Audi AG), where he also handled marketing for the Audi brand. He also served as Vice President and Director of The Boston Consulting Group Inc., in Munich and Boston, respectively, where his practice focused on technology and manufacturing businesses.

Contribution to
Board

 

Dr. Lauk brings vast international business experience in finance, sales, and marketing to Ciber's Board. Dr. Lauk's global expertise supports the Board's efforts in overseeing Ciber's strategy to expand our operations on a global level. Dr. Lauk's international experience in finance, sales and marketing makes him qualified to understand our business, our competitors and our opportunities. These are significant qualities that led the Nominating/Corporate Governance Committee to the conclusion that Dr. Lauk should serve as a director of Ciber.

Service on
Other Boards

 

Dr. Lauk currently serves as a Director and on the Audit Committee for Magna International, Inc. (NYSE: MGA). He also presently serves on several supervisory boards and on selected advisory councils. Dr. Lauk serves as a Trustee of the International Institute for Strategic Studies in London. He is an honorary professor with a chair for International Business Strategy at the European Business School in Reichartshausen and was a lecturer in Global Management at the Stanford University Graduate School of Business. Dr. Lauk serves as the Chairman of the Economic Council to the Christian Democratic Party in Berlin, Germany, an independent business organization. From March 2007 until October 2010, Dr. Lauk was a member of the board of The Innovation Group plc, U.K. (LSE: TIG), where he was a member of the Nomination Committee. He has previously served on several governmental commissions at both the federal and state level in Germany.


 

 

 

 

 
38     GRAPHIC      2015 Proxy Statement   

Table of Contents

Director Selection Process

We believe that our directors must bring the skill mix and experience necessary to perform the Board of Directors' oversight function effectively. Prospective Board members are identified by a combination of methods, including use of search firms, studying other boards, word-of-mouth in industry circles, inquiries of outside professionals, and recommendations made to us. Although we do not have a formal policy with regard to diversity when considering candidates for director, our Nominating/Corporate Governance Committee looks at the entirety of our Board and seeks to add skills and experience that complement other members of the Board, rather than director nominees who may represent a particular constituency. We value, encourage, and draw upon diverse viewpoints, believing that they add perspective and creativity to our discussion of business issues and challenges. The Nominating/Corporate Governance Committee considers a number of factors for Board nominees including, but not limited to, the following:

    bringing diversity to the Board;

    direct experience with international business and transactions;

    experience in marketing and sales;

    experience as a chief executive, chief operating or chief financial officer;

    knowledge of our industry;

    experience with finance, accounting, internal audit and other financial matters;

    an understanding and experience with the fiduciary responsibilities of directors to shareholders;

    leadership skills;

    demonstration of sound business judgment;

    global perspective and experience;

    interpersonal effectiveness;

    personal integrity;

    experience with acquisitions; and

    the number of other boards and committees on which a candidate serves.

In recruiting Board members to serve on a designated committee, the Nominating/Corporate Governance Committee also takes into account skills and experience specific to that committee. For example, our objective is to recruit Audit Committee members who are financial experts or financially literate.

In 2014, the Nominating/Corporate Governance Committee retained Spencer Stuart, Inc., to identify a broad candidate pool for potential nominees to our Board. Spencer Stuart assisted the Nominating/Corporate Governance Committee with an analysis to evaluate and consider potential nominees from this candidate pool.

    GRAPHIC      2015 Proxy Statement    39

Table of Contents

Stockholder Agreement

On March 29, 2015, we entered into a stockholder agreement (the "Stockholder Agreement") with Bobby G. Stevenson, the 1989 Bobby G. Stevenson Revocable Trust, the Bobby G. Stevenson Revocable Trust, and the Dixie Foundation (together with their affiliates and associates, the "Stockholder Group").

In connection with the entry into the Stockholder Agreement, on March 29, 2015, (i) Mr. Jacobs informed us of his decision not to seek reelection at the 2015 Annual Meeting of Shareholders, and (ii) Dr. Lauk and Mr. Spira each notified us that they will resign as directors effective as of the date of the 2015 Annual Meeting of Shareholders. On April 19, 2015, we nominated Mr. Lewis to fill the vacancy created by the departure of Mr. Jacobs, and, pursuant to the Stockholder Agreement, we have agreed to fill the vacancies created by the departure of Dr. Lauk and Mr. Spira with independent directors.

In addition, pursuant to the Stockholder Agreement, among other things, the Board of Directors agreed (i) to nominate Bobby G. Stevenson as a director of the Board at the 2016 Annual Meeting of Shareholders to serve a three-year term and (ii) following the 2015 Annual Meeting of Shareholders, to appoint Mr. Stevenson as acting Chairman of the Board with no compensation therefor until such time as the Board of Directors appoints a new Chairman of the Board to replace Mr. Stevenson. Pursuant to the Stockholder Agreement, the Stockholder Group has agreed to vote their shares in accordance with all of the nominations and proposals recommended by the Board until one day after the 2017 Annual Meeting of Shareholders.

The Stockholder Agreement includes customary standstill provisions, subject to certain exceptions. The Stockholder Group agreed to not disclose certain confidential information concerning the business and affairs of the Company. Each party further agreed not to publicly disparage or criticize the other party.

The Stockholder Agreement has been filed with the SEC on a current report on Form 8-K dated April 2, 2015.

Resolution of Stockholder Nominations

On April 19, 2015, Lone Star Value Investors, LP ("Lone Star Value") sent us a letter pursuant to which Lone Star Value agreed to irrevocably withdraw the notice it tendered to us on February 27, 2015 announcing its intention to nominate certain individuals for election as directors at the 2015 Annual Meeting of Shareholders.

On April 19, 2015, we sent a letter to Lone Star Value pursuant to which we agreed to (i) decrease the size of the Board of Directors from nine to eight seats by removing one existing seat from Class III and (ii) nominate and recommend Richard K. Coleman, Jr. and Mark Lewis for election as Class III directors at the 2015 Annual Meeting of Shareholders.

Director Compensation

Our Board of Directors periodically reviews and establishes the compensation of our non-employee directors based on recommendations from the Compensation Committee. In setting director compensation, we review, among other things, director compensation surveys in publications for boards of directors and the publicly-available data of our compensation peer group (see "Compensation Discussion and Analysis" below for a detailed discussion of our compensation peer group).

40     GRAPHIC      2015 Proxy Statement   

Table of Contents

The following table sets forth the components of the non-employee director compensation program that were in effect for 2014:

2014 Non-Employee Director Compensation
  Annual Cash
Retainer—
Board
Membership and
Committee
Chairmanships
($)
  Annual Cash
Retainer—
Committee
Memberships
($)
  Value of Initial RSU
Awards for New
Directors Upon
Election or
Appointment
to the Board of
Directors
($)
  Value of Annual
RSU Awards
($)
 

All Non-Employee Directors of the Board

    50,000         100,000     100,000  

Chairman of the Board

    60,000              

Audit Committee

    30,000     15,000          

Compensation Committee

    20,000     10,000          

Nominating/Corporate Governance Committee

    10,000     5,000          

The RSU awards granted upon initial service as a non-employee director are based on the closing price of our common stock on the grant date and vest in equal quarterly installments over a period of three years. The annual RSU awards to non-employee directors are granted based on the average closing price for our common stock for the 90 days preceding the grant and vest in equal quarterly installments over a period of one year. Employee directors receive no additional compensation for serving on our Board of Directors. All equity awards were made under our 2004 Plan.

Director Stock Ownership and Retention Policy.    In 2014 we increased the minimum stock holding for non-employee directors to $300,000. Our current non-employee directors have until January 1, 2019 to meet this increased holding requirement. Any newly elected non-employee director will have until the later of January 1, 2019 or five years from the date of his or her initial election or appointment to our Board of Directors to meet this stock ownership requirement. In addition, all non-employee directors are also required to hold at least 50% of any shares of our common stock acquired upon the vesting of any stock awards or exercise of stock options through the non-employee director compensation program for at least a six-month period after such vesting or exercise.

Other Benefits.    We reimburse our non-employee directors for travel and lodging expenses incurred in connection with their attendance at Board and shareholders' meetings and at other Company-sponsored events. We also make health care insurance and long-term care insurance available to our non-employee directors and their spouses, in which the non-employee directors may participate at their option. The cost to us of long-term care insurance depends upon the age of the director or spouse electing to participate. Except as set forth below for Mr. Stevenson (see the notes to the "2014 Director Compensation Table" below), our non-employee directors receive no other perquisites or other personal benefits.

    GRAPHIC      2015 Proxy Statement    41

Table of Contents

2014 Director Compensation Table

Name
  Fees Earned or
Paid in Cash
($)
  Stock Awards
($)(1)(2)
  All Other
Compensation
($)(3)
  Total
($)
 

Paul A. Jacobs

    130,000     111,230     4,346     245,576  

Betsy Atkins(4)

    24,185     99,999         124,184  

Michael Boustridge(5)

    32,500     111,230         143,730  

Richard K. Coleman, Jr.(6)

    27,500     100,001         127,501  

Jean-Francois Heitz

    90,000     111,230         201,230  

Stephen S. Kurtz

    85,000     111,230     8,921     205,151  

Kurt J. Lauk

    70,000     111,230         181,230  

Archibald J. McGill(7)

    32,500     111,230     96,368     240,098  

James C. Spira

    70,000     111,230     4,244     185,474  

Bobby G. Stevenson

    65,000     111,230     39,115 (8)   215,345  

(1)
The amounts reported in this column represent the grant date fair value of the shares of our common stock subject to the annual RSU awards granted in 2014. The grant date fair values of these RSU awards were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718").

(2)
We did not grant any options to purchase shares of our common stock to our non-employee directors in 2014. The aggregate number of vested and outstanding stock options and unvested RSU awards held by each of our non-employee directors as of December 31, 2014, was as follows:

Name
  Options   RSUs  

Paul A. Jacobs

    30,000     6,125  

Betsy Atkins

    0     0  

Michael Boustridge*

    0     0  

Richard K. Coleman, Jr.

    0     19,747  

Jean-Francois Heitz

    0     6,125  

Stephen S. Kurtz

    20,000     6,125  

Kurt J. Lauk

    0     6,125  

Archibald J. McGill

    0     0  

James C. Spira

    15,000     6,125  

Bobby G. Stevenson

    15,000     6,125  

    *
    Mr. Boustridge served as a non-employee member of the Board of Directors from January 1, 2014 until his appointment as Chief Executive Officer on June 12, 2014. In connection with his service on the Board of Directors and prior to being appointed as Chief Executive Officer, Mr. Boustridge received the annual grant of RSUs made to all directors, but upon appointment as Chief Executive Officer on June 12, 2014, Mr. Boustridge forfeited all unvested RSUs from the 2014 grant. Equity grants made to Mr. Boustridge in connection with his service as our Chief Executive Officer are reported in "Executive Compensation," below.

(3)
Consists of long-term care and health insurance premiums, and, with respect to Mr. McGill, long-term care insurance in the amount of $4,412, health care premiums in the amount of $3,642, and consulting fees of $88,314, and with respect to Mr. Stevenson, the amounts as set forth in footnote 8 to this table below.
42     GRAPHIC      2015 Proxy Statement   

Table of Contents

(4)
Ms. Atkins served on the Board of Directors from June 30, 2014 until October 16, 2014 and cash amounts shown are prorated.

(5)
Mr. Boustridge served as a non-executive member of the Board of Directors from January 1, 2014 until his appointment as Chief Executive Officer on June 12, 2014. In connection with his service on the Board of Directors and prior to being appointed as Chief Executive Officer, Mr. Boustridge received the annual grant of RSUs made to all directors, but upon appointment as Chief Executive Officer on June 12, 2014, Mr. Boustridge forfeited all unvested RSUs from the 2014 grant, resulting in a forfeiture of RSUs of $83,422. The amounts reported in this table include (i) annual director fees, as pro-rated for his appointment as Chief Executive Officer (ii) the full annual RSU grant for Mr. Boustridge for service as a non-executive Director in 2014, although after the forfeiture described above, Mr. Boustridge only retained RSUs of $27,808 in connection with his service in 2014 as a non-executive director. For amounts paid to Mr. Boustridge in connection with our Chief Executive Officer, see the "Summary Compensation Table" below.

(6)
Mr. Coleman joined the Board of Directors on April 11, 2014 and cash amounts shown are prorated.

(7)
Mr. McGill served on the Board of Directors until April 10, 2014 and cash amounts shown are prorated.

(8)
Includes the value of insurance premiums and other benefits provided to Mr. Stevenson pursuant to an agreement with the Company entered into when he resigned as Chairman of our Board of Directors on April 11, 2010. In connection with the change in his role, our Board of Directors approved certain perquisites and other benefits for Mr. Stevenson in recognition of his status as the Company's Founder, which are conditioned upon his compliance with certain restrictions. Such perquisites and other personal benefits, which are reported in the "All Other Compensation" column of the 2014 Director Compensation Table are as follows:

office space through July 31, 2016 (2014 value $26,692);

health care insurance for Mr. Stevenson and his spouse, while he is a member of our Board of Directors (2014 value $7,284);

payment of the remaining premiums on the long-term care insurance covering Mr. Stevenson's spouse (2014 value $5,139); and

In addition, we have agreed to continue paying health care insurance for Mr. Stevenson and his spouse for three years after he ceases to be a member of our Board of Directors, subject to certain limitations. In addition, Mr. Stevenson will be eligible to participate in the Company's health care insurance plan for a period of ten years after the three year period previously noted for Mr. Stevenson and his spouse, to the extent permitted under the Company's insurance plans, and subject to his reimbursement of the net cost of such insurance to the Company.
    GRAPHIC      2015 Proxy Statement    43

Table of Contents

Executive Officers
(as of the Record Date)

Name
  Age   Position   Officer Since
Michael Boustridge     52   President, Chief Executive Officer, and Director   2014
Christian M. Mezger     46   Executive Vice President, Chief Financial Officer and Treasurer   2011
Tina Piermarini     58   Executive Vice President and Chief Administrative Officer   2014
M. Sean Radcliffe     46   Senior Vice President, General Counsel and Corporate Secretary   2012

PHOTO

Michael Boustridge
Chief Executive Officer

Information regarding Mr. Boustridge is provided above under "Our Board of Directors."

PHOTO

Christian Mezger
Chief Financial Officer

Mr. Mezger has served Ciber as Executive Vice President, Chief Financial Officer and Treasurer since February 2014. Mr. Mezger, age 46, has served as Ciber's Senior Vice President, Corporate Finance since joining Ciber in August of 2011. Prior to joining Ciber, from 2010 to 2011, Mr. Mezger was Vice President of Finance for the $11 billion technology services business of Hewlett Packard. He was promoted to that role from a position as Vice President of Worldwide Financial Planning and Analysis, a job in which he led global teams and steered financial management of the company's horizontal functions. During his 15 year tenure at Hewlett Packard, Mr. Mezger held several management and leadership roles, including Director of Finance for the Office of Strategy and Technology where he supported Hewlett Packard Labs. Mr. Mezger holds an MBA-equivalent degree from the University of Vienna, where his area of study concentration was in international business management.

44     GRAPHIC      2015 Proxy Statement   

Table of Contents

PHOTO

Tina Piermarini
Executive Vice President and Chief Administrative Officer

Ms. Piermarini joined Ciber as Executive Vice President and Chief Administrative Officer in June 2014. Prior to joining Ciber, from 2008 to 2014 she was founder and principal of Vivezza Partners, and in 2014 founded and served as Chief Executive Officer of thinkingisrequired, a Vivezza Partners company focused on transforming businesses and the people who run them. Ms. Piermarini started Vivezza Partners after serving as Senior Executive Vice President and Chief Administrative Officer for Electronic Data Services ("EDS"), a $22 billion IT services giant acquired by Hewlett Packard. At EDS, she served as a company officer and member of the Executive Committee, reporting directly to the Chairman and Chief Executive Officer. Ms. Piermarini also led EDS's global human resources, enterprise risk management, security and real estate organizations, and she played an instrumental role in revitalizing the company during its global business transformation. Before joining EDS, Ms. Piermarini was Vice President of Strategic Marketing, Sales and Business Development for Halliburton affiliate GrandBasin, as well as Vice President of Marketing and Innovation—Energy for Science Applications International Corp. She also spent 19 years at Data General Corp. helping companies transform and grow through multinational sales, strategic marketing and technology implementation.

PHOTO

M. Sean Radcliffe
Senior Vice President, General Counsel and Corporate Secretary

Mr. Radcliffe joined Ciber as Senior Vice President, General Counsel and Corporate Secretary in November, 2012. Mr. Radcliffe serves as chief counsel for all of our business units, drawing on his experience in a wide range of legal areas, including intellectual property protection, client and vendor engagement, human resources, mergers and acquisitions, and regulatory compliance. Prior to joining Ciber, from 2004 to 2012, Mr. Radcliffe was chief corporate counsel and chief compliance officer at IHS, a leading global provider of business information services and decision-support tools. He also has held key legal positions at WilTel Communications, a major telecommunications firm, as well as at the law firms of Sneed Lang Herrold, Conner & Winters and Pray Walker. Mr. Radcliffe is currently President of the Board of Directors for the Association of Corporate Counsel, Colorado Chapter. He has been a member since 2010, and has held other positions including First Vice President, Treasurer and Secretary. Mr. Radcliffe is also on the Professional Advisory Board for the Institute for Enterprise Ethics at the Daniels College of Business, University of Denver.

    GRAPHIC      2015 Proxy Statement    45

Table of Contents

Part 5—Corporate Governance Practices

Director Independence

Our Board of Directors has determined that seven of our current eight Directors, and Mark Lewis, nominee for Class III Director at the 2015 Annual Meeting of Shareholders, are independent within the meaning of the listing standards of the NYSE and our Corporate Governance Principles (provided on our website at "Investor Relations—Corporate Governance"). After reviewing such standards, principles and additional relevant facts and circumstances, including any related party transactions, the Board has determined that each of the following directors or nominees is independent and has or had no material relationship with the Company that would impair his independence: Messrs. Coleman, Heitz, Jacobs, Kurtz, Lewis, Spira and Stevenson and Dr. Lauk. Mr. Jacobs is not standing for reelection at the annual meeting and Mr. Spira and Dr. Lauk are resigning as directors, effective as of the annual meeting. The Company intends to fill the two remaining vacancies created by the departures of Messrs. Jacobs and Spira and Dr. Lauk with independent directors.

Board Leadership Structure

The positions of Chief Executive Officer and Chairman of the Board of Directors are separated at Ciber. In our Board's opinion, such separation allows for the objective evaluation of our management's performance and strong, independent oversight by the Board. Mr. Jacobs currently serves as the Chairman of the Board of Directors. Following the 2015 Annual Meeting of Shareholders, Mr. Stevenson will be appointed acting Chairman of the Board of Directors with no compensation therefor until such time as the Board of Directors appoints a new Chairman of the Board of Directors to replace Mr. Stevenson.

Role of the Board in Risk Oversight

While our entire Board is accountable for and involved in risk oversight, our directors have elected to assign primary responsibility for risk oversight to the Audit Committee. The Audit Committee periodically reviews the risk management processes designed and implemented by the Company and receives reports from Company management to ensure that their approach is consistent with our corporate strategies and that there is an appropriate culture of risk awareness and assessment in decision making. At the same time, the Audit Committee recognizes that other Board committees, such as our Compensation Committee, have expertise in areas of risk oversight specific to their duties and responsibilities and therefore the Audit Committee delegates specific aspects of risk oversight to the other committees. Each committee periodically reports key risk oversight findings back to the full Board, so that the risk oversight activities are coordinated and consistent with our overall risk management processes. The full Board can then monitor risk taking across the organization and ensure that appropriate risk taking is aligned with and incorporated into our strategic planning process.

Meetings of Independent Directors

Our non-management directors meet regularly in executive session without management. The executive sessions are chaired by our Chairman of the Board. The executive sessions of our non-management directors are held in conjunction with each regularly scheduled Board meeting.

Board Meetings

The Board met eight times in 2014 in regularly scheduled quarterly and special meetings. Each director participated either in person or by telephone conference in at least 75% of all 2014 Board meetings and

46     GRAPHIC      2015 Proxy Statement   

Table of Contents

committee meetings (of which such director was a member). Seven directors attended the 2014 annual meeting and each director is expected to attend the 2015 Annual Meeting of Shareholders.

Board Committees

The Board has three standing committees: Audit, Compensation, and Nominating/Corporate Governance. Current membership in those committees is set forth below.

 
  CURRENT COMMITTEE MEMBERSHIP
Director
  Audit   Compensation   Nominating/ Corporate Governance

Michael Boustridge

     

Paul A. Jacobs

  ü     ü

Richard K. Coleman, Jr.

      ü

Jean-Francois Heitz

  Chair   ü  

Stephen S. Kurtz

  ü   Chair  

Kurt J. Lauk

  ü     ü

James C. Spira

    ü   Chair

Bobby G. Stevenson

     

Audit Committee

The principal responsibilities of the Audit Committee are, among others: (1) engaging and overseeing the work of the independent auditor, including the execution of the engagement letter and review of the audit plan; (2) reviewing the independence, internal quality control procedures and performance of the independent auditors and the qualifications of the key audit partner and audit managers; (3) overseeing the documentation, evaluation and testing of our system of internal controls; (4) establishing our policy on provision of non-audit services; (5) pre-approving all audit and permitted non-audit services provided to us; (6) establishing the Committee's procedure for receiving and reviewing complaints regarding accounting, internal controls and auditing matters; (7) discussing policies and guidelines with respect to financial risk exposure and management; (8) receiving reports from the auditor and reviewing with the auditor critical accounting policies and practices, alternative treatments of financial information that have been discussed with management and the effectiveness of internal controls and any material written communications between the auditor and our management; (9) reviewing Management's Discussion and Analysis and our annual audited financial statements and periodic reports that include financial statements prior to filing or distribution; (10) discussing, generally, all financial disclosures including financial media releases as well as financial information and earnings guidance provided to analysts and rating agencies; (11) reviewing and approving any related party transactions pursuant to our Related Party Transaction Policy; (12) determining and approving the compensation of the independent auditor; (13) discussing policies with respect to risk assessment and risk management; and (14) reporting to the Board with respect to their actions.

The Audit Committee met seven times during 2014. The Audit Committee Charter is available for review on our website at www.ciber.com under "Investor Relations—Corporate Governance."

The Board has determined that each of Mr. Kurtz, Mr. Heitz, and Dr. Lauk each qualify as an "audit committee financial expert" pursuant to Item 407(d) of Regulation S-K. The Board of Directors has determined that all of the members of the Audit Committee are independent within the meaning of the listing standards of the NYSE and applicable SEC rules and our Corporate Governance Principles.

    GRAPHIC      2015 Proxy Statement    47

Table of Contents

Compensation Committee

The principal responsibilities of the Compensation Committee are, among others: (1) to define our philosophy, policies and procedures regarding executive compensation; (2) to administer and approve awards under our 2004 Plan and to administer our Employee Stock Purchase Plan; (3) to review the performance of the Chief Executive Officer, Chief Financial Officer, and the other executive officers (see "Compensation Discussion and Analysis," below); (4) to approve the annual base salary, cash incentive compensation, and equity compensation for our executive officers; (5) to make recommendations regarding non-employee director compensation; and (6) to review the Compensation Discussion and Analysis and recommend its inclusion in the proxy statement for the 2015 Annual Meeting of Shareholders and its incorporation by reference into our 2014 Annual Report on Form 10-K.

The Compensation Committee met eight times during 2014. The Compensation Committee Charter is available for review on our website at www.ciber.com under "Investor Relations—Corporate Governance."

The Board of Directors has determined that all of the members of the Compensation Committee are independent within the meaning of the listing standards of the NYSE and our Corporate Governance Principles.

Nominating/Corporate Governance Committee

The principal responsibilities of the Nominating/Corporate Governance Committee are to identify and nominate qualified individuals to serve as members of the Board, to evaluate and recommend to the Board of Directors individuals to serve as Chairman of the Board and as Chief Executive Officer, to develop and recommend to the Board of Directors a succession plan for the Chief Executive Officer and the Chairman of the Board, and to nominate candidates to fill such other positions as may be deemed necessary and advisable by the Board. In addition, the Nominating/Corporate Governance Committee is responsible for developing, reviewing and recommending to our Board of Directors our Corporate Governance Principles and our Code of Business Conduct and Ethics, as well as evaluating the Board and its processes.

The Nominating/Corporate Governance Committee met three times in 2014. The Nominating/Corporate Governance Committee's Charter can be found at www.ciber.com under "Investor Relations—Corporate Governance."

The Board of Directors has determined that all of the members of the Nominating/Corporate Governance Committee are independent within the meaning of the listing standards of the NYSE and our Corporate Governance Principles.

Governance Policies

Corporate Governance Principles

Our Board has adopted formal Corporate Governance Principles to address matters of corporate governance including, but not limited to, Board composition and leadership, Board member qualifications, compensation, tenure, succession, Board organization, term and age limits, service on additional public company committees, and Board committee operation and responsibilities.

48     GRAPHIC      2015 Proxy Statement   

Table of Contents

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics is applied consistently to all employees and has been a prominent part of our Employee Handbook for several years. The Code of Business Conduct and Ethics adopted by our Board of Directors applies to all employees and includes specific requirements for executives and senior financial officers with respect to the ethical standards and obligations relevant to accounting and financial reporting. The Code of Business Conduct and Ethics contains procedures for reporting suspected violations of the Code of Business Conduct and Ethics and references the Audit Committee procedure for the reporting of questionable accounting and auditing matters or other concerns about accounting and auditing matters.

If the Board makes any substantive amendments to, or grants certain waivers from the Code of Business Conduct and Ethics as it applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Compensation Committee Interlocks and Insider Participation

During 2014, none of the current members of our Compensation Committee served, or has at any time served, as an officer or employee of the Company or any of our subsidiaries. Prior to his becoming President & Chief Executive Officer in mid-2014, Mr. Boustridge served as a member of our Compensation Committee. In addition, none of our executive officers has served as a member of a board of directors or a compensation committee, or other committee serving an equivalent function, of any other entity, one of whose executive officers served as a member of the Board or the Compensation Committee. Accordingly, our Compensation Committee members have no interlocking relationships required to be disclosed under SEC rules and regulations.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on that review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for the 2015 Annual Meeting of Shareholders and incorporated by reference in the 2014 Annual Report on Form 10-K.

Submitted by the Members of the Compensation Committee:

          Stephen S. Kurtz, Chairman
          Jean-Francois Heitz
          James C. Spira

Certain Relationships and Related Person Transactions

Our Board has adopted a written policy that requires the Audit Committee to review any financial transactions, arrangements, or relationships that exceed $120,000 in which Ciber is a participant and a related party (as defined in Item 404(b) of Regulation S-K) has a direct or indirect interest. Audit Committee approval of any related party transaction will depend upon whether or not the transaction is fair and beneficial to Ciber and its shareholders. Our Related Party Transaction Policy and the conflict of interest provision contained in our Code of Business Conduct and Ethics further describe our policies relating to relationships and related party transactions.

    GRAPHIC      2015 Proxy Statement    49

Table of Contents

The Corporate Governance Principles, Code of Business Conduct and Ethics, and Related Party Transaction Policy can be found on our website at www.ciber.com under "Investor Relations—Corporate Governance" or you may request a copy by writing to us at Ciber, Inc., Attention: Investor Relations, 6363 South Fiddler's Green Circle, Suite 1400, Greenwood Village, Colorado 80111.

Communicating with the Board

Any shareholder or other interested party who wishes to contact our Chairman of the Board, our non-management Directors, our independent Directors, or any individual director, may do so by writing to our Chairman at: Ciber, Inc., Attn: Chairman of the Board, 6363 South Fiddler's Green Circle, Suite 1400, Greenwood Village, Colorado 80111. Any communication that raises concerns regarding our internal controls or financial disclosures will immediately be referred to our Audit Committee.

50     GRAPHIC      2015 Proxy Statement   

Table of Contents

Part 6—Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Shareholder Outreach and Key Changes to 2015 Executive Compensation Program

We were disappointed with the results of the 2014 shareholder vote on our executive compensation programs. We believe that the shareholder say-on-pay represents one of the most important forms of shareholder feedback. Accordingly, following last year's failed say-on-pay vote, we engaged in an extensive program of shareholder outreach. During 2014, we spoke with and received feedback from shareholders owning over 30% of our common stock outstanding at the time. The comments received were carefully considered and thoroughly reviewed by the Committee and our senior executives. Informed by these shareholder discussions, we have instituted a number of changes to our compensation program, including the key 2015 program changes described below.

Key 2015 Program Changes

Based upon the comments and feedback received during our extensive shareholder outreach efforts, as well as the annual review of our executive compensation programs against market best practices, we decided to make the following changes to the 2015 program:

    ü
    Lower Target Total Compensation Opportunities:    Target total compensation opportunities, on an annualized basis, for our NEOs are competitively positioned and more in-line with "middle of the market" practices and levels. Given the recent hiring of our new NEOs in 2014 (and the compensation required to secure their services) as well as other program changes implemented for 2015, annualized 2015 target total compensation amounts for our current NEOs will generally be lower than 2014 levels.

    ü
    Introduction of Performance-based Restricted Stock Units (PRSUs):    PRSUs are now weighted 30% of the overall Long Term Incentive ("LTI") mix. The Compensation Committee intends to increase this percentage to at least 50% of the overall LTI mix over the next several years.

    ü
    PRSUs Emphasize Long-term Value Creation:    PRSU awards have a three-year performance period, are structured to drive profitability (via an earnings before interest, tax, and amortization- or EBITA-metric), and include a final award modifier based upon relative total shareholder return (TSR).

    ü
    Strong Emphasis on Long-term Incentives:    Our overall annual target pay mix for our senior executives is structured to ensure that long-term incentives (LTI) comprise at least 50% of the overall package.

    ü
    Cash Bonus Program to Focus More on Annual Performance and Payouts:    We modified the structure of goals and payments under our annual performance-based cash incentive plan so that payments are made after the end of the year based upon year-long goals (versus the current program which has quarterly goals and payouts). In addition, the payout as a percentage of target for threshold performance has been reduced under the 2015 plan relative to that under the 2014 program, further aligning pay and performance.
    GRAPHIC      2015 Proxy Statement    51

Table of Contents

    ü
    Equity Plan Amendments Designed to Facilitate 162(m) Compliance.    The 2004 Plan incorporates changes designed to allow more awards—both cash and equity—to be treated as qualified performance-based compensation under Section 162(m) of the Internal Revenue Code. The amendments to the plan do not include an increase to the number of shares of common stock available for issuance under the plan.

We believe that these changes demonstrate our ongoing commitment to a strong pay for performance philosophy and will help to retain and motivate our senior executives to successfully implement both our short-term and long-term business strategies, and strengthen the link between the compensation of our executives and the return to our shareholders. As in prior years, the Compensation Committee will continue to review the annual say on pay vote results, as well as feedback from our shareholders, and determine whether to make any future changes in light of the comments it receives and prevailing market practices.

Executive Summary

Our Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy and programs as well as the relevant decisions and factors considered by the Compensation Committee in establishing our executive compensation programs for 2014. For 2014, our Named Executive Officers were:

           

  

 

Name

Position

 

 

Michael Boustridge

  President and Chief Executive Officer (CEO)  

 

 

Christian Mezger

  Executive Vice President & Chief Financial Officer (CFO)    

 

 

Tina Piermarini

  Executive Vice President & Chief Administrative Officer  

 

 

R. Bruce Douglas

  Senior Vice President—North America (through January 24, 2015)    

 

 

David Peterschmidt

  Former President and CEO (through June 12, 2014)  

 

 

Michael E. Lehman

  Former Interim CFO (through February 11, 2014)    

 

 

Anthony Fogel

  Former Senior Vice President and Chief Human Resources Officer (through June 13, 2014)  

Mr. Boustridge and Ms. Piermarini joined Ciber as executive officers in mid-2014.

The seven individuals above are collectively referred to herein as our "Named Executive Officers" or "NEOs."

The most recent year (2014) was a transformative one for Ciber. We brought in several new members of the senior executive team with backgrounds and experiences necessary to successfully position the Company for future growth and ultimately, shareholder value creation. Already, our new management team has achieved tangible, positive results as evidenced by the following milestones that have been achieved and initiatives that were implemented in 2014:

    Year-over-year increase in gross margin to 25.8%

    Q4 2014 marked the highest level of profitability at the Company in four years
52     GRAPHIC      2015 Proxy Statement   

Table of Contents

    We announced a plan to buy back up to $10 million shares of our common stock on the open market

    We implemented our current strategic plan, the key initiatives of which include: (i) focusing on high-value, tightly-defined core offerings with a well-developed portfolio of reusable solution sets; (ii) performing under heightened operational regimes; and (iii) customer service

Overall, our compensation programs are designed to attract, motivate, and retain talented, competent, and high quality executives capable of successfully executing the business strategy for a leading global IT consulting company. Consistent with prior years, our 2014 executive compensation programs were based upon the following guiding principles:

    Emphasizing pay for performance, while also providing material retentive elements to ensure that we attract, retain and motivate our high caliber executives

    Designing compensation programs that are aligned with the latest trends and best practices in the market

    Providing compensation opportunities at levels competitive to those of our peer group and commensurate with our senior executives' backgrounds and skill sets

    Ensuring alignment with shareholder value creation

These guiding principles are reinforced further by the following best practices found in our compensation programs:

             
     What We Do
    ü   Pay for performance  
    ü   Capped incentive plan (annual and long-term) opportunities    
    ü   Limited perquisites  
    ü   Double-trigger change-in-control ("CIC") severance arrangements    
    ü   Multi-year vesting requirements for long-term incentive awards  
    ü   Annual risk assessment of compensation programs    
    ü   Stock ownership guidelines  
    ü   Use of an independent compensation consultant    
    ü   Anti-hedging policy  
    ü   Anti-pledging policy    
                
     What We Do NOT Do
     û   No excise tax gross-ups or other tax reimbursements/gross-ups  
     û   No re-pricing of underwater options    
     û   No supplemental health and welfare programs that provide benefits in excess of those offered to all employees  
     û   No supplemental retirement programs that provide benefits in excess of those offered to all employees    
    GRAPHIC      2015 Proxy Statement    53

Table of Contents

Key Components of Our Executive Compensation Program

The following table outlines the key components of our executive compensation program as well as how each component reinforces one or more facets of our executive compensation philosophy and goals:

             
     Component Rationale/Purpose
    Base Salary  

Attract and retain high performing individuals

Reflect an individual's skills, experience, and performance

 
    Annual Performance-based Cash Incentive Plan  

Drive achievement of annual financial, strategic, and individual goals

Align interests and wealth creation with those of shareholders

   
    Performance-based Restricted Stock Units (PRSUs)—NEW for 2015  

Drive achievement of long-term financial and strategic goals

Align interests and wealth creation with those of shareholders

 
    Time-based Restricted Stock Units (RSUs)  

Facilitate retention

Align interests and wealth creation with those of shareholders

   
    Stock Options  

Facilitate inducement

Align interests and wealth creation with those of shareholders

 
    Retirement Programs (tax-qualified 401k only)  

Facilitate retention

Provided on the same terms and conditions to all of our full-time employees

   
    Health and Welfare Benefits  

Designed to be affordable and competitive with typical market practices

Provided on the same terms and conditions to all of our full-time employees

 
    Limited Perquisites  

Executives are essentially treated on the same terms as all other full-time employees

Help to ensure executive can remain focused on execution of the business strategy

   

In recent years, stock options have been used on a limited basis. The Compensation Committee views stock options as another performance-based LTI vehicle that can be granted, when applicable, to drive long-term performance, as stock options do not have value unless Ciber's stock price increases relative to the grant date share price.

54     GRAPHIC      2015 Proxy Statement   

Table of Contents

Establishing Annual Compensation Levels

In setting annual compensation levels for our executive officers, the Compensation Committee thoughtfully considered all elements of Ciber's compensation programs, both separately and in aggregate, to help ensure that our executive compensation objectives are met. In making its decisions, the Compensation Committee considers multiple relevant internal and external factors as it deems appropriate, including but not limited to: the Company's business objectives and strategy, market best practices and trends with respect to compensation program design and levels, executive talent attraction and retention needs, and each executive's role/responsibilities.

Peer Group

In order to ensure that our executive compensation programs are reasonable and competitive in the marketplace, the Compensation Committee compares our compensation programs and levels to those at other companies of a size similar to Ciber (based primarily on revenues and market value) and against which we compete on an operational basis and/or for executive talent. In 2014, we revised our Compensation Peer Group by removing three peers and adding six others in order to create a peer group more reflective of Ciber's size, mix of services, global client base and active restructuring process. For 2014, the Compensation Peer Group included the following companies:

                 
    2014 Compensation Peer Group
    Acxiom, Inc.   EarthLink Holdings Corp.*   MAXIMUS, Inc.  
    CDI Corp.   ePlus Inc.*   Monster Worldwide, Inc.*    
    Computer Task Group, Incorporated   ExlService Holdings, Inc.   Perficient, Inc.  
    Convergys Corporation   The Hackett Group, Inc.   Sapient Corporation    
    CSG Systems International, Inc.*   IGATE Corporation   Syntel, Inc.  
    Datalink Corporation*   Lionbridge Technologies, Inc.*   * added in 2014    

The Compensation Committee also was provided with competitive compensation data from the 2014 Radford Global Technology survey, which was used as an additional reference source. The Radford Global Technology survey provides deeper and more precise competitive compensation data than what is available solely from the public filings of companies in the Compensation Peer Group.

Base Salary

The Compensation Committee conducts an annual review of each executive officer's base salary, with input from our Chief Executive Officer (except with respect to his own base salary), and makes adjustments as it determines to be reasonable and necessary to reflect the scope of an executive officer's performance, individual contributions and responsibilities, competitive market conditions, and retention objectives. While the Compensation Committee believes that the base salaries of our executive officers should be competitively positioned relative to comparable positions at the companies in our Compensation Peer Group, it makes decisions on individual adjustments to base salaries in its sole discretion based on its evaluation of the previously-described factors.

    GRAPHIC      2015 Proxy Statement    55

Table of Contents

The following table shows the annualized base salaries for the NEOs for 2014:

               

 

 

Name


2014 Base Salary

 

 

Michael Boustridge

  $ 700,000  

 

 

Christian Mezger

  $ 380,000    

 

 

Tina Piermarini

  $ 405,000  

 

 

R. Bruce Douglas (Former SVP, North America)

  $ 350,000    

 

 

David Peterschmidt (Former CEO)

  $ 710,000  

 

 

Michael E. Lehman (Former CFO)

  $ 416,000 *  

 

 

Anthony Fogel (Former SVP)

  $ 330,000  

*
Mr. Lehman's base salary was set at an annualized rate of $416,000 while he served as our interim CFO and during the initial transition phase after Mr. Mezger became our CFO. From May 3, 2014 through July 7, 2014, Mr. Lehman's salary was reduced to an annualized rate of $208,000 during the second part of the CFO transition process. From July 8, 2014 through his termination with Ciber on October 3, 2014, his base salary was reduced to an annualized rate of $36,000 for his service in an advisory capacity only.

Annual Performance-based Cash Incentive Plan

Consistent with our strong pay for performance philosophy and in order to align our executive officers' interests with those of our shareholders, the Compensation Committee established an annual performance-based cash incentive plan to motivate and reward executives for achieving annual financial, strategic, and individual objectives.

The Compensation Committee established target annual incentive opportunities for each of our serving NEOs at the start of the year, except for Mr. Lehman. Target opportunities for the NEOs were set at competitive levels relative to comparable roles in the market based upon a review of market compensation and also in consideration of each NEO's individual role and responsibilities. Ms. Piermarini's target bonus opportunity was established upon her joining Ciber in mid-2014. Under the terms of his employment agreement, Mr. Boustridge was guaranteed a bonus for 2014. Although Mr. Boustridge did not participate in our 2014 annual cash incentive program, he was granted a discretionary cash award by the Compensation Committee for Q3 and Q4 performance. Mr. Boustridge will participate in the annual performance-based cash incentive plan in 2015. His 2014 bonuses are described in greater detail below.

56     GRAPHIC      2015 Proxy Statement   

Table of Contents

For 2014, the target opportunities (as a percentage of their respective annualized base salaries) for our NEOs were:

               

 

 

Name



Target Bonus
(% of Base Salary)


 

 

Michael Boustridge

  N/A  

 

 

Christian Mezger

    70 %  

 

 

Tina Piermarini

  60 %

 

 

R. Bruce Douglas (Former SVP, North America)

    90 %  

 

 

David Peterschmidt (Former CEO)

  105 %

 

 

Michael E. Lehman (Former CFO)

    N/A    

 

 

Anthony Fogel (Former SVP & CHRO)

  75 %

For NEOs other than Messrs. Boustridge, Douglas and Lehman, the Compensation Committee established the following Corporate metrics and their respective weightings under the annual performance-based cash incentive plan:

               

 

 

Corporate Metrics



Weightings

 

 

Corporate Net Operating Income (NOI)

  40 %

 

 

Corporate Revenue

    40 %  

 

 

Individual Performance

  20 %

For Mr. Douglas, our SVP—North America (through January 24, 2015), the Compensation Committee established the following Corporate and North American Division-specific metrics and their respective weightings under the annual performance-based cash incentive plan:

               

 

 

North America Division Metrics



Weightings

 

 

Corporate Net Operating Income (NOI)

  12 %

 

 

Corporate Revenue

    12 %  

 

 

North America Net Operating Income (NOI)

  28 %

 

 

North America Revenue

    28 %  

 

 

Individual Performance

  20 %
    GRAPHIC      2015 Proxy Statement    57

Table of Contents

Financial Metrics and Performance

The financial metrics and weightings approved by the Compensation Committee were selected because it believed that these (1) were the primary drivers of shareholder value in the near term and (2) provide direct accountability for our NEOs. The Compensation Committee established the following performance levels and payout percentages related to the 2014 financial metrics—both Corporate and for the North America Division—under the annual performance-based cash incentive plan:

                     

 

 

Performance



% of Target
Goal




% of Target
Payout


 

 

Maximum

  150 % 150 %

 

 

Target

    100 %   100 %  

 

 

Threshold

  80 % 80 %

Goals for each of the financial metrics are set on a fiscal quarter basis. No bonuses would be paid for performance below the threshold performance level (i.e., 80% of target), and amounts would be linearly interpolated for performance between the levels shown in the table above. In addition, no bonuses related to the Corporate NOI and Corporate Revenue metrics could be earned under the annual performance-based cash incentive plan if Corporate NOI was less than 65% of the target performance level for the respective fiscal quarter. For Mr. Douglas, similar minimum threshold performance levels were established for his North America Division-specific NOI and Revenue goals. Any achievement over 100% against plan targets will only be paid at year-end, based on full-year performance. As shown in the table above, annual award opportunities are capped at 1.5x the target opportunities.

The following table shows the quarterly target performance goals and corresponding actual performance for the Corporate NOI and Corporate Revenue metrics for 2014 (in $000s):

                                                 
    2014
Fiscal
Quarter






Corporate
NOI Target
Performance






Corporate
NOI Actual
Performance



            2014
Fiscal
Quarter






Corporate
Revenue Target
Performance






Corporate
Revenue Actual
Performance



 
    Q1   $ 6,888   $ 6,931               Q1   $ 215,655   $ 218,011  
 
    Q2   $ 8,460   $ 4,134               Q2   $ 221,293   $ 214,646    
 
    Q3   $ 8,237   $ 2,883               Q3   $ 222,587   $ 211,306  
 
    Q4   $ 11,921   $ 7,649               Q4   $ 230,423   $ 219,644    

For Mr. Douglas, our SVP—North America, 56% of his annual performance-based cash incentive plan was split equally based upon performance against North America Division-specific NOI and Revenue goals, which are shown below (in $000s):

                                                 
    2014
Fiscal
Quarter






N. America
NOI Target
Performance






N. America
NOI Actual
Performance



            2014
Fiscal
Quarter






N. America
Revenue Target
Performance






N. America
Revenue Actual
Performance



 
    Q1   $ 8,459   $ 8,472               Q1   $ 105,006   $ 103,478  
 
    Q2   $ 10,299   $ 9,109               Q2   $ 109,498   $ 105,154    
 
    Q3   $ 11,037   $ 10,430               Q3   $ 112,415   $ 106,300  
 
    Q4   $ 10,703   $ 10,961               Q4   $ 113,625   $ 107,748    
58     GRAPHIC      2015 Proxy Statement   

Table of Contents

Individual Performance

The individual performance component of our annual performance-based cash incentive plan was weighted as 20% of the overall target opportunity. Our NEOs are eligible to earn a bonus based upon individual performance against Compensation Committee-approved goals; any amounts earned are paid biannually (half after Q2 and half after Q4). The evaluation of each NEO's individual performance against his/her goals is based upon a subjective assessment by the Compensation Committee. We believe that it is important to have this element in our annual performance-based cash incentive plan in order to be able to formally recognize key individual contributions made by our NEOs to our overall success that cannot be quantitatively measured.

Awards for Fiscal 2014 Performance

Final 2014 annual cash incentive payouts, including amounts earned with respect to both our financial and individual goals for each fiscal quarter, are shown in the following table. As we noted previously, 2014 was a transformative year for Ciber, and the Compensation Committee believed that the significant progress made by the senior executive team was not fully reflected in our fiscal year financial performance. Nonetheless, net operating income in the fourth quarter was higher than that of the prior two quarters combined, and fourth quarter 2014 was Ciber's most profitable quarter in four years. Consequently, to reflect the strong, positive progress of our new management team in positioning Ciber for future success, the Compensation Committee granted discretionary awards to Messrs. Boustridge and Mezger and Ms. Piermarini in Q4 that reflected a combination of second-half 2014 financial performance as well as each NEO's individual performance. The discretionary award amount for Mr. Mezger assumed target achievement of the Q3 and Q4 financial goals and achievement of 100% of his individual component. Given that Mr. Boustridge and Ms. Piermarini became NEOs in mid-2014, the Compensation Committee determined that their awards should equate to 50% of their respective annualized 2014 base salaries based upon our Q3 and Q4 results, as well as their individual contributions and strategic leadership.

Payouts of performance-based and discretionary awards by fiscal quarter are shown in the following table:

                                     

 

 

Name


Q1 2014

Q2 2014

Q3 2014

Q4 2014

Total

 

 

Michael Boustridge

  N/A   N/A   $ 475,000   $ 825,000   $ 1,300,000  

 

 

Christian Mezger

  $ 53,200   $ 0   $ 0   $ 159,600   $ 212,800    

 

 

Tina Piermarini

  N/A   N/A   $ 0   $ 202,500   $ 202,500  

 

 

R. Bruce Douglas (Former SVP, North America)

  $ 62,559   $ 40,572   $ 59,220   $ 0   $ 162,351    

 

 

David Peterschmidt (Former CEO)

  $ 179,930   N/A   N/A   N/A   $ 179,930  

 

 

Michael E. Lehman (Former CFO)

    N/A     N/A   $ 100,000     N/A   $ 100,000    

 

 

Anthony Fogel (Former SVP & CHRO)

  $ 49,500   N/A   N/A   N/A   $ 49,500  

Mr. Boustridge and Ms. Piermarini were not eligible for Q1 or Q2 bonuses in 2014 as they were not yet employees of Ciber. Included above for Mr. Boustridge is a payment of $950,000 guaranteed for 2014 under the terms of his employment agreement to primarily reflect compensation opportunities he was forgoing by becoming President & Chief Executive Officer of Ciber. Mr. Boustridge will participate along with the other Ciber NEOs in the regular annual incentive program for 2015 and is not guaranteed a bonus

    GRAPHIC      2015 Proxy Statement    59

Table of Contents

for 2015. Mr. Douglas did not receive a bonus for Q4 since he terminated employment with Ciber in January 2015 prior to the payment of Q4 awards.

Mr. Peterschmidt, our former Chief Executive Officer, received a payout of $179,930 related to Q1 2014 performance; this was his only payout for 2014 under our annual performance-based cash incentive plan. Mr. Lehman, our former interim Chief Financial Officer, received a bonus of $100,000 in July 2014 for the successful completion of the Chief Financial Officer transition process; he did not receive any payments under our 2014 annual performance-based cash incentive plan. Mr. Fogel, our former Senior Vice President and Chief Human Resources Officer, received a payout of $49,500 related to Q1 2014 performance; this was his only payout for 2014 under our annual performance-based cash incentive plan.

As described previously, in 2015 we have transitioned to an annual performance-based cash incentive plan that pays out (to the extent earned) after the end of the fiscal year once the Compensation Committee has certified Company performance against the pre-established annual goals.

Long-term Equity-based Compensation (LTI)

We use equity awards to incentivize and reward our executive officers, including the NEOs, for long-term corporate performance based on the value of our common stock and, thereby, align the interests of our executive officers with those of our shareholders. We do not apply a rigid formula in determining the value of equity awards to be granted to our executive officers upon their initial employment. Instead, these awards are established through arms-length negotiation at the time the individual executive officer is hired. Thereafter, as part of its annual review of our executive compensation program, the Compensation Committee determines the value of any additional equity award at levels it considers appropriate. The specific dollar amount is calculated, taking into consideration the nature of the NEO's position, his/her responsibilities and contributions to the Company, and equivalent awards to NEOs or key employees in similar positions at companies comparable to Ciber.

As in recent years, our 2014 annual LTI grants consisted of time-based restricted stock units (RSUs) that vest quarterly over three years. Since Mr. Boustridge and Ms. Piermarini were not executive officers at the time of our annual grants in March 2014, neither received a 2014 annual grant of RSUs. During 2014, the following annual grants of RSUs were made to our NEOs:

                   

 

 

Name


Number of RSUs


Grant Date
Fair Value


 

 

Michael Boustridge

  None   N/A  

 

 

Tina Piermarini

    None     N/A    

 

 

Christian Mezger

  195,600   $ 929,100  

 

 

R. Bruce Douglas (Former SVP, North America)

    171,150   $ 812,963    

 

 

Anthony Fogel (Former SVP & CHRO)

  97,800   $ 464,550  
60     GRAPHIC      2015 Proxy Statement   

Table of Contents

To ensure that we were able to secure the services of two members of the high caliber senior executive management team currently in-place, the following additional LTI awards were granted to these two NEOs upon becoming executive officers of Ciber in 2014:

                         

 

 

Name



Number of
RSUs




Number of
Options




Total Grant Date
Fair Value


 

 

Michael Boustridge

  804,721   815,217   $ 4,259,035  

 

 

Tina Piermarini

    150,000     0   $ 552,000    

These RSUs granted to Mr. Boustridge and Ms. Piermarini vest quarterly, beginning with an initial installment that vested on the date of grant and a second installment that vested at the end of the first month; remaining installments will continue to vest over a period of 30 months. Stock options granted to Mr. Boustridge will vest monthly beginning with two monthly tranche installments that vested on the date of grant, and monthly vesting will continue over the following 46 months.

To supplement our annual RSU awards, recognize the efforts and significant accomplishments of the new management team in a relatively short period of time, and facilitate the future retention of this management team, the following recognition and retention RSU awards were granted in December 2014 and vest 100% three years from the grant date:

                   

 

 

Name


Number of RSUs


Grant Date
Fair Value


 

 

Michael Boustridge

  350,000   $ 1,270,500