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Proxy Statement 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.          )

 

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Vantiv, Inc.
8500 Governors Hill Drive
Symmes Township, Ohio 45249
www.vantiv.com

To the Stockholders of Vantiv, Inc.:

        You are cordially invited to attend the 2013 Annual Meeting of Stockholders of Vantiv, Inc. to be held on April 30, 2013, at 9:00 a.m. Eastern Time, at The Westin Cincinnati, 21 East Fifth Street, Cincinnati, OH 45202.

        The accompanying notice of the meeting and proxy statement describe the matters to be acted upon at the annual meeting.

        Your vote is important. Whether or not you plan to attend the meeting in person, we would like for your shares to be represented. Please vote as soon as possible via telephone, over the Internet or by proxy card or voter instruction form. Detailed information about the meeting and voting your shares is included in the accompanying proxy statement.

        Thank you for your support of Vantiv.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TUESDAY, APRIL 30, 2013

9:00 a.m.

The Westin Cincinnati
21 East Fifth Street, Cincinnati, Ohio 45202

        The 2013 Annual Meeting of Stockholders of Vantiv, Inc. will be held on Tuesday, April 30, 2013 at 9:00 a.m., local time, at The Westin Cincinnati, 21 East Fifth Street, Cincinnati, Ohio 45202, for the following purposes:

1.

To elect Lee Adrean, Lori Beer, Gary Lauer and Thomas Ryan as Class I directors;



2.

To approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in this proxy statement;



3.

To approve, on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation;



4.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013; and



5.

To conduct any other business properly brought before the meeting.

        The record date for the annual meeting is March 1, 2013. Only stockholders of record at the close of business on that date may vote at the annual meeting or any adjournment or postponement of the meeting.

        Your vote is important.    Whether or not you expect to attend the annual meeting in person, please submit your proxy or voting instructions over the telephone, the internet or by mail as soon as possible to ensure that your shares are represented at the annual meeting and your vote is properly recorded. Even if you vote by one of these methods, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

Cincinnati, Ohio
March 18, 2013

Important Notice Regarding the Availability of Proxy Materials for the
Annual Stockholder Meeting to be Held on April 30, 2013:

The Company's Proxy Statement and Annual Report are available at:
http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=17549

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Proxy Statement Table of Contents

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VANTIV, INC.

PROXY STATEMENT FOR 2013 ANNUAL MEETING OF STOCKHOLDERS

        The Board of Directors of Vantiv, Inc. ("Vantiv" or the "Company") is providing these proxy materials to you for use in connection with the 2013 Annual Meeting of Stockholders to be held on April 30, 2013 at 9:00 a.m. Eastern Time, and at any postponement or adjournment of the meeting (the "Annual Meeting"). The Annual Meeting will be held at The Westin Cincinnati, 21 East Fifth Street, Cincinnati, Ohio 45202. Stockholders of record as of March 1, 2013 (the "Record Date") are invited to attend the Annual Meeting and are asked to vote on the proposals described in this proxy statement.

        We are providing access to our proxy materials (including this proxy statement, together with a notice of meeting and the Company's annual report) on the Internet pursuant to rules adopted by the Securities and Exchange Commission ("SEC"). Accordingly, beginning on or about March 18, 2013, we are sending a Notice of Internet Availability of Proxy Materials (the "Notice") to stockholders entitled to vote at the Annual Meeting. All stockholders will have the ability to access, beginning on March 18, 2013, the proxy materials on the website referred to in the Notice. The Notice includes instructions on how to access the electronic proxy materials, as well as instructions for requesting a printed copy at no charge. In addition, stockholders may permanently elect to receive future proxy materials in either electronic form by email or printed form by mail. If you make such an election, we will continue to send you the materials pursuant to your election, until you notify us otherwise.

        Our principal executive offices are located at 8500 Governors Hill Drive, Symmes Township, Ohio 45249, and our telephone number is (513) 900-5250. We maintain a website at www.vantiv.com. The information on our website is not a part of this proxy statement.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q:

What is the purpose of the Annual Meeting?

A:

To vote on the following proposals:

•

to elect Lee Adrean, Lori Beer, Gary Lauer and Thomas Ryan as Class I directors;

•

an advisory vote to approve our executive officer compensation;

•

an advisory vote regarding the frequency of the advisory vote on executive compensation;

•

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013; and

•

to transact such other business that may properly come before the meeting or at any adjournment or postponement thereof.

Q:

How does the Board of Directors recommend I vote on these proposals?

A:

The Board recommends a vote:

•

FOR the election of Lee Adrean, Lori Beer, Gary Lauer and Thomas Ryan as Class I directors;

•

FOR the approval of our executive officer compensation;

•

For the vote EVERY 1 YEAR in the advisory vote regarding the frequency of the advisory vote on executive compensation; and

•

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.

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Q:

Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A:

Pursuant to the rules of the SEC, we have elected to provide access to our proxy materials over the Internet. Instructions on how to access the proxy materials over the Internet or to request a printed copy by mail may be found in the Notice. In addition, the Notice provides information on how stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Q:

How can I get electronic access to the proxy materials?

A:

The Notice provides you with instructions regarding how to:

•

view our proxy materials for the Annual Meeting on the Internet; and

•

request that we send our future proxy materials to you by mail or by email.

By accessing the proxy materials on the Internet or choosing to receive your future proxy materials by email, you will save us the cost of printing and mailing documents to you and will reduce the impact of our annual stockholders' meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. If you choose to receive future proxy materials by mail, you will receive a paper copy of those materials, including a form of proxy. Your election to receive proxy materials by mail or email will remain in effect until you notify us that you are terminating your request.

Q:

Who is making this solicitation?

A:

The proxy for the Annual Meeting is being solicited on behalf of Vantiv's Board of Directors.

Q:

Who is entitled to vote at the meeting?

A:

Stockholders Entitled to Vote.    Stockholders who our records show owned shares of our common stock as of the close of business on the Record Date may vote at the Annual Meeting. On the Record Date, we had 142,308,702 shares of Class A common stock outstanding and 70,219,136 shares of Class B common stock (together with Class A common stock, the "common stock") outstanding. All of the outstanding Class B common stock is held by one stockholder, Fifth Third Bank. Fifth Third Bank holds one share of our Class B common stock for each Class B unit of Vantiv Holding, LLC ("Vantiv Holding") that it holds. The shares of Class B common stock entitle Fifth Third Bank to up to 18.5% of the aggregate voting power of our outstanding common stock determined on a formulaic basis. The total value and voting power of the Class A common stock and Class B common stock that Fifth Third Bank holds (not including, for the avoidance of doubt, any ownership interest in units of Vantiv Holding) is limited to 18.5% at any time other than in connection with a stockholder vote with respect to a change of control, in which event Fifth Third Bank has the right to that full number of votes equal to the number of shares of Class A common stock and Class B common stock it owns. To the extent that Fifth Third Bank otherwise holds Class A common stock and Class B common stock entitled to less than 18.5% of the aggregate voting power of our outstanding common stock, then Fifth Third Bank is entitled only to such lesser voting power. As the holder of the Class B common stock, Fifth Third Bank is also entitled to elect a number of our directors equal to the percentage of the voting power of all of our outstanding common stock represented by the Class B common stock held by Fifth Third Bank but not exceeding 18.5% of our board of directors. Fifth Third Bank currently holds 18.5% of the voting power in Vantiv, Inc. As a result, two of our eleven directors are elected by Fifth Third Bank and the remaining nine directors are elected by the holders of our Class A common stock. Holders of our Class B common stock also have to approve certain amendments to our amended and

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restated certificate of incorporation. See "Directors and Corporate Governance" and "Related Person Transactions" for additional information.

Registered Stockholders.    If your shares are registered directly in your name with Vantiv's transfer agent, you are considered the holder of record with respect to those shares. As the holder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting.

Street Name Stockholders.    If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and your broker or nominee is considered the holder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since you are not the holder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker's procedures for obtaining a legal proxy. Street name stockholders wishing to attend the Annual Meeting in person should also bring proof of ownership, such as a brokerage statement, showing their ownership of stock as of the Record Date.

Q:

How can I vote my shares?

A:

Registered Stockholders:    Registered stockholders may vote in person at the Annual Meeting or by one of the following methods:

•

By Mail.  If you requested printed copies of the proxy materials to be mailed to you, you can complete, sign and date the proxy card and return it in the prepaid envelope provided;

•

By Telephone.  Call the toll-free telephone number in the Notice and follow the recorded instructions; or

•

By Internet.  Access the secure website registration page through the Internet, as identified in the Notice, and follow the instructions.

Please note that the Internet and telephone voting facilities for registered stockholders will close at 11:59 p.m. Eastern Time on April 29, 2013.

Street Name Stockholders:    If you hold your shares through a broker, bank or other nominee, you should have received instructions on how to vote your shares from your broker, bank or other nominee. Please follow their instructions carefully. Also, if you wish to vote in person at the Annual Meeting, you must request a legal proxy from the bank, broker or other nominee that holds your shares and present that proxy and proof of identification at the Annual Meeting.

        Street name stockholders may generally vote by one of the following methods:

•

By Mail.  If you requested printed copies of the proxy materials to be mailed to you, you may vote by signing, dating and returning your voting instruction card in the enclosed pre-addressed envelope;



•

By Methods Listed on Voting Instruction Card.  Please refer to your voting instruction card or other information provided by your bank, broker, nominee or other holder of record to determine whether you may vote by telephone or electronically on the Internet, and follow the instructions on the voting instruction card or other information provided by the holder of record; or



•

In Person With a Proxy from the Record Holder.  A street name stockholder who wishes to vote at the Annual Meeting will need to obtain a legal proxy from his or her bank, brokerage firm or other nominee. Please consult the voting instruction card provided to you by your bank, broker or other nominee to determine how to obtain a legal proxy in order to vote in person at the Annual Meeting.

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Q:

Can I attend the meeting in person?

A:

You are invited to attend the Annual Meeting if you are a registered stockholder or a street name stockholder as of the Record Date. If you plan to attend the Annual Meeting, please complete and mail the ticket reservation request form at the back of this booklet or check the box on the voting page of the website identified in the Notice. In order to enter the Annual Meeting, you must present a form of photo identification acceptable to us, such as a valid driver's license or passport. Please note that since a street name stockholder is not the holder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker's procedures for obtaining a legal proxy.

Q:

If I submit a proxy, how will it be voted?

A:

When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under "Can I change my vote?"

Q:

Can I change my vote?

A:

You may change your vote at any time prior to the vote at the Annual Meeting. To revoke your proxy instructions and change your vote if you are a holder of record, you must (i) attend the Annual Meeting and vote your shares in person, (ii) advise our Corporate Secretary at our principal executive offices (8500 Governors Hill Drive, Symmes Township, Ohio 45249) in writing before the proxy holders vote your shares, (iii) deliver later dated and signed proxy instructions (which must be received prior to the Annual Meeting) or (iv) vote again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted).

Q:

What happens if I decide to attend the Annual Meeting, but I have already voted or submitted a proxy covering my shares?

A:

You may attend the meeting and vote in person even if you have already voted or submitted a proxy. Please be aware that attendance at the Annual Meeting will not, by itself, revoke a proxy. If a bank, broker or other nominee is the record holder of your shares and you wish to attend the Annual Meeting and vote in person, you must obtain a legal proxy from the holder of record of the shares giving you the right to vote the shares.

Q:

What quorum is required for the Annual Meeting?

A:

The presence in person or by proxy of a majority of the voting power of the issued and outstanding common stock entitled to vote at the meeting is required for the Annual Meeting to proceed. If you have returned valid proxy instructions or attend the Annual Meeting in person, your shares of common stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the meeting.

Q:

How are votes counted?

A:

The Class A common stock and Class B common stock are voting together as a single class on all matters described in this proxy statement for which your proxy is being solicited, except only the holders of Class A common stock are voting on the proposal to elect four Class I directors. Each share

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of Class A common stock entitles its holder to one vote per share on all matters. Because Fifth Third Bank's voting power is limited to 18.5% of the aggregate voting power of our outstanding common stock (other than in connection with a stockholder vote with respect to a change of control), each share of Class B common stock entitles Fifth Third Bank to 0.46 votes per share as of the Record Date. There is no cumulative voting.

Q:

How many votes are needed to approve each proposal?

A:

Each Class I director is elected by a plurality of the voting power of the shares of Class A common stock, exclusively and as a separate class, present in person or represented by proxy and entitled to vote on the election of directors. Abstentions, broker non-votes and shares of Class B common stock will have no effect on the outcome of the vote.

Approval of executive officer compensation requires the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote on the matter. For purposes of this proposal, abstentions are treated as shares present and entitled to vote on the matter and, therefore, will have the same effect as a vote "Against" the proposal. Broker non-votes are not considered entitled to vote on the matter and will have no effect on the outcome of the vote.

For purposes of the advisory vote regarding the frequency of the advisory vote on executive compensation, the option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The ratification of the appointment of the Company's independent registered public accounting firm requires the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote on the proposal. Abstentions are treated as shares present and entitled to vote for purposes of this proposal and, therefore, will have the same effect as a vote "Against" the proposal.

Q:

What are broker non-votes?

A:

Broker non-votes are shares held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will nevertheless have discretion to vote your shares on our sole "routine" matter—the ratification of the appointment of the Company's independent registered public accounting firm. Your broker will not have discretion to vote on the following "non-routine" matters absent direction from you: the election of directors, the advisory vote on executive compensation, and the advisory vote on the frequency of the advisory vote on executive compensation. Broker non-votes do not count for voting purposes, but are considered "present" at the meeting for purposes of determining whether a quorum exists.

Q:

Who will tabulate the votes?

A:

Vantiv has designated a representative of American Stock Transfer & Trust Company, LLC as the Inspector of Election who will tabulate the votes.

Q:

Who pays for the proxy solicitation process?

A:

Vantiv will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special compensation

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for doing this, although we will reimburse these individuals for their reasonable out-of-pocket expenses.

Q:

May I propose actions for consideration at next year's annual meeting of stockholders or nominate individuals to serve as directors?

A:

You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the requirements of the proxy rules established by the SEC and our bylaws, as applicable. In order for a stockholder proposal to be included in our proxy statement and form of proxy relating to the meeting for our 2014 Annual Meeting of Stockholders under rules set forth in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the proposal must be received by us no later than November 18, 2013. If a stockholder intends to submit a proposal that is not intended to be included in our proxy statement, or a nomination for director for our 2014 Annual Meeting of Stockholders, the stockholder must give us notice in accordance with the requirements set forth in our bylaws no later than January 30, 2014 and no earlier than December 31, 2013. If the date of the 2014 Annual Meeting is more than 30 days before or more than 60 days after April 30, 2014, notice by the stockholder must be received no later than the 10th day following the date on which public announcement of the date of the 2014 Annual Meeting is first made by Vantiv. Our bylaws require that certain information and acknowledgments with respect to the proposal or the nominee, as applicable, and the stockholder making the proposal or the nomination be set forth in the notice. Our bylaws have been publicly filed with the SEC and can also be found on our website at www.vantiv.com in the Corporate Governance section of our Investor Relations webpage.

Q:

What should I do if I get more than one proxy or voting instruction card?

A:

Stockholders may receive more than one set of voting materials, including multiple copies of the Notice, these proxy materials and multiple proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate Notices for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one Notice. You should vote in accordance with all of the Notices you receive relating to our Annual Meeting to ensure that all of your shares are counted.

Q:

How do I obtain a separate set of proxy materials or request a single set for my household?

A:

We have adopted a procedure approved by the SEC called "householding." Under this procedure, stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice and our annual report and proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces our printing costs and postage fees. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card.

If you are a registered stockholder and wish to receive a separate Notice, proxy statement or annual report at this time, please request the additional copy by contacting our transfer agent, American Stock Transfer & Trust Company, LLC, by telephone at 1-888-776-9962 (U.S.) or 1-718-921-8562 (outside the U.S.), or by email at info@amstock.com. If you hold your shares beneficially and wish to receive a separate Notice, proxy statement or annual report, please contact your bank or broker. If any stockholders in your household wish to receive a separate annual report and a separate proxy statement in the future, they may contact Investor Relations, Vantiv, Inc., 8500 Governors Hill Drive, Symmes Township, Ohio 45249. They may also send an email to Investor Relations at ir@vantiv.com. Other stockholders who have multiple accounts in their names or who share an address with other stockholders can authorize us to discontinue mailings of multiple annual reports and proxy statements by contacting Investor Relations.

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Q:

What if I have questions about lost stock certificates or need to change my mailing address?

A:

You may contact our transfer agent, American Stock Transfer & Trust Company at the numbers or email address above, if you have lost your stock certificate or need to change your mailing address.

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DIRECTORS AND CORPORATE GOVERNANCE

Board Structure

        Our business and affairs are managed under the direction of our Board of Directors. Our amended and restated certificate of incorporation provides that our Board consist of between 11 and 15 directors so long as any shares of Class B common stock are outstanding. Our Board currently consists of 11 directors. Fifth Third Bank is entitled to elect a number of our directors equal to the percentage of the voting power of all of our outstanding common stock represented by the Class B common stock held by Fifth Third Bank but not exceeding 18.5%.

        Our Board of Directors is divided into three classes, with one class being elected at each annual meeting of stockholders. Each director serves a three-year term, with termination staggered according to class. Class I and Class III currently consist of four directors. Class II consists of three directors. The holders of our Class A common stock elect each of our Class I directors, two of our Class II directors and three of our Class III directors. Fifth Third Bank elects one of each of the Class II and Class III directors.

Corporate Governance

        Our Board of Directors acts as the ultimate decision-making body of the Company and advises and oversees management, who are responsible for the day-to-day operations and management of the Company. In carrying out its responsibilities, the Board reviews and assesses the Company's long-term strategy and its strategic, competitive and financial performance. The Board has adopted corporate governance guidelines that serve as a flexible framework within which the Board and its committees operate. These guidelines cover a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chairman of the board, chief executive officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines can be found on our website at www.vantiv.com in the Corporate Governance section of our Investor Relations webpage.

Director Independence

        The Board has affirmatively determined that Messrs. Adrean, Lauer, Maldonado, Mussafer, Pike, Ryan and Stiefler and Ms. Beer are independent directors under the applicable rules of the New York Stock Exchange (the "NYSE") and that Ms. Beer and Messrs. Adrean, Lauer and Stiefler, who serve on the Audit Committee, are also independent directors as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. In accordance with the NYSE corporate governance rules, a majority of our directors are independent.

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Information about the Directors and Nominees

        Set forth below is information regarding our directors and the nominees as of March 18, 2013. All of the candidates for election at this meeting are currently serving as our directors and have been determined by the Board to be independent.

Business Experience and Qualifications of Directors

Nominees

Class I Directors (Current Terms Will Expire at the 2013 Annual Meeting)

        Lee Adrean is Corporate Vice President and Chief Financial Officer of Equifax, Inc., a position he has held since October 2006. Prior to joining Equifax, he was Executive Vice President and Chief Financial Officer of NDCHealth Corporation from May 2004 to 2006. Prior to that position, Mr. Adrean was Executive Vice President and Chief Financial Officer at EarthLink, Inc. from February 2000 to April 2004. Mr. Adrean holds a B.S. from Bucknell University and an M.B.A. from Harvard Business School. Mr. Adrean's executive experience with public companies and background in finance and accounting provides insight that is beneficial to the board of directors.

        Lori A. Beer is Executive Vice President, Specialty Businesses and Information Technology at WellPoint, Inc., a position she has held since October 2012. Prior to that appointment, Ms. Beer served as Executive Vice President of Enterprise Business Services from October 2010 to October 2012 and Executive Vice President and Chief Information Officer from May 2008 to October 2010. Ms. Beer has held various other executive positions at WellPoint, Inc. since joining them in 1998, including Chief Technology Officer from June 2006 until May 2008. Ms. Beer holds a bachelor of science degree in computer sciences from the University of Dayton. Ms. Beer's executive experience at a public company and background in technology provides insight that is beneficial to the board of directors.

        Gary Lauer is Chief Executive Officer of eHealth, Inc., a position he has held since December 1999, and Chairman of eHealth's Board of Directors, a position he has held since March 2002. He also served as President of eHealth from December 1999 to March 2012. Prior to joining eHealth, Mr. Lauer was the Chief Executive Officer of MetaCreations Corporation from 1998 to December 1999, and was Chairman

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from 1998 to March 2000. Prior to MetaCreations, Mr. Lauer spent more than nine years at Silicon Graphics, Inc., where he was a member of the senior executive team. Mr. Lauer started his career at International Business Machines Corp. in sales and marketing management. Mr. Lauer holds a B.S. degree in finance and marketing from the University of Southern California Business School. Mr. Lauer's responsibilities and operational and leadership experience as the Chief Executive Officer and Chairman of eHealth for more than ten years and as a former senior executive of several technology companies provides insight that is beneficial to the board of directors.

        Thomas Ryan was President and Chief Executive Officer of CVS Caremark from 1998 to March 2011 and Chairman of CVS Caremark Corporation from November 2007 to May 2011. He also served as Chairman of CVS Corporation from April 1999 until March 2007. Mr. Ryan joined CVS Corporation in 1975 as a pharmacist. Mr. Ryan is currently an operating partner with Advent International, the Lead Director of Yum! Brands, Inc., and a director of Five Below Inc. Mr. Ryan received a B.S. from the University of Rhode Island. Mr. Ryan's significant operational experience as a chairman and chief executive officer provides invaluable experience with and important perspectives on matters that are beneficial to the board of directors.

Class II Directors (Current Terms Will Expire at the 2014 Annual Meeting)

        John Maldonado served as a director of Vantiv Holding, LLC from June 2009 until our initial public offering in March 2012. Mr. Maldonado is a Managing Director at Advent International Corporation, having joined the firm in 2006. Prior to joining Advent International Corporation, Mr. Maldonado was at Parthenon Capital from 2004 to 2005, at Bain Capital from 2000 to 2002 and a consultant with the Parthenon Group from 1998 to 2000. Mr. Maldonado also serves on the board of directors of SkillSoft plc and Connolly, Inc. He has previously served on the boards of directors of Managed Healthcare Associates, Inc. and American Radiology Services, Inc. Mr. Maldonado received an M.B.A. from Harvard Business School and a B.A. from Dartmouth College. Mr. Maldonado has significant experience in the areas of private equity, consulting, business services and finance, and has served on the board of directors of several private companies. Mr. Maldonado's experience at Advent International and as a director of private companies provides insight that is beneficial to the board of directors.

        Christopher Pike served as a director of Vantiv Holding, LLC from June 2009 until our initial public offering in March 2012. Mr. Pike is a Managing Director at Advent International Corporation, having joined the firm in 1997. Mr. Pike also serves on the board of directors of BondDesk Group LLC and Connolly, Inc. He previously served on the boards of directors of GFI Group Inc., Long Term Care Group and several other companies. Mr. Pike received a B.A. from Amherst College. Mr. Pike has significant experience in the areas of private equity, consulting, business services and finance, and has served on the board of directors of several private companies. Mr. Pike's experience at Advent International and as a director of private companies provides insight that is beneficial to the board of directors.

        Daniel Poston is Executive Vice President of Fifth Third Bancorp, a position he has held since June 2003, and Chief Financial Officer, a position he has held since September 2009. Mr. Poston was the Controller of Fifth Third Bancorp from July 2007 to May 2008 and from November 2008 to September 2009, and the Chief Financial Officer from May 2008 to November 2008. Formerly, Mr. Poston was the Auditor of Fifth Third Bancorp since October 2001 and was Senior Vice President of Fifth Third Bancorp and Fifth Third Bank since January 2002. Prior to joining Fifth Third, Mr. Poston was a partner in the financial services audit and accounting practice of Arthur Andersen LLP. He is a graduate of the University of Cincinnati with a degree in accounting and finance. Mr. Poston's significant operational and financial experience with public companies provides important perspectives on matters that are beneficial to the board of directors. Mr. Poston serves on our board of directors pursuant to the rights related to the Class B common stock held by Fifth Third Bank.

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Class III Directors (Current Terms Will Expire at the 2015 Annual Meeting)

        Greg Carmichael served as a director of Vantiv Holding, LLC from June 2009 until our initial public offering in March 2012. Mr. Carmichael has served as Fifth Third Bancorp's Chief Operating Officer since June 2006 and its President since September 2012. Previously, he served as Executive Vice President and Chief Operating Officer of Fifth Third, a position he held since June 2006. Prior to that position, Mr. Carmichael was Executive Vice President and Chief Information Officer of Fifth Third since June 2003. Mr. Carmichael received a B.A. from the University of Dayton and an M.S. from Central Michigan University. Mr. Carmichael has significant senior management expertise that he gained as an executive officer of a public company in the financial services industry. Mr. Carmichael's experience provides important perspectives on matters such as operations and information technology that are beneficial to the board of directors. Mr. Carmichael serves on our board of directors pursuant to the rights related to the Class B common stock held by Fifth Third Bank.

        Charles D. Drucker is our Chief Executive Officer, a position he has held since June 2009, and our President, a position he has held since June 2004. Mr. Drucker has been a director of Vantiv, Inc. since November 2011 and was a director of Vantiv Holding, LLC from June 2009 to March 2012. He was also Executive Vice President of Fifth Third Bancorp from June 2005 to June 2009. Mr. Drucker was selected to serve on the board of directors due to his service as our Chief Executive Officer, extensive senior management experience at a number of large corporations in the payments industry, deep industry experience and intimate knowledge of the operational, financial and strategic development of our company.

        David Mussafer served as a director of Vantiv Holding, LLC from June 2009 until our initial public offering in March 2012 and was Chairperson from July 2009 to August 2010. Mr. Mussafer is a Managing Partner at Advent International Corporation, having joined the firm in 1990. He currently serves on the boards of directors of Five Below, Inc. and Charlotte Russe Holding Inc. He previously served on the boards of directors of Dufry AG, Kirkland's Inc., lululemon athletica inc., Party City Holdings Inc., and numerous privately held businesses. Mr. Mussafer received a B.S.M. from Tulane University and a M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Mussafer has significant experience in the areas of private equity, consulting, business services and finance, and in serving as a director of public and private companies. Mr. Mussafer's service as a director at several public and private companies has provided him with insights of issues facing boards that are beneficial to the board of directors.

        Jeffrey Stiefler has served on our Board of Directors as Chairperson since our initial public offering in March 2012. Mr. Stiefler served as a Director and Non-Executive Chairperson of the board of directors of Vantiv Holding, LLC from August 4, 2010 until our initial public offering. He currently serves on the boards of directors of LPL Financial Corporation and VeriFone Systems, Inc., and served as Lead Director of Taleo Corporation, Inc. prior to its acquisition by Oracle Corporation in April 2012. Mr. Stiefler served as a Venture Partner with Emergence Capital Partners from 2008 through the beginning of 2013. Mr. Stiefler was the Chairman, President and CEO of Digital Insight from August 2003 until the company's acquisition by Intuit in February 2007. Prior to Digital Insight, Mr. Stiefler worked with several private equity firms as an operating advisor and held a variety of positions at American Express, including President and Director of the company, and President and CEO of American Express Financial Advisors. Mr. Stiefler received a B.A. from Williams College and an M.B.A. from Harvard Business School. Mr. Stiefler has significant senior management expertise at public companies. As a former chief executive officer of a software company, Mr. Stiefler's operational and strategic experiences are relevant to issues faced by us on a regular basis. Mr. Stiefler's current and past board experience, including the role of chairman of the board of directors of a public company, also exposed him to best practices and approaches that are beneficial to the board of directors.

        No family relationship exists among any of the directors, nominees or executive officers. Except with respect to the rights of the Class B stockholders to elect directors no arrangement or understanding exists

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between any director, nominee, or executive officer and any other person pursuant to which any director, nominee or executive officer was selected as a director, nominee or executive officer of the Company.

Meetings of the Board

        The Board met four times during 2012. In 2012, each director attended at least 75% of the meetings of the Board and of the Committees of which he or she was a member. Additionally, while the Company has no formal policy regarding director attendance at its annual meeting of stockholders, Vantiv's directors are encouraged to attend the Company's annual meetings. The 2013 Annual Meeting is our first annual meeting of stockholders since our initial public offering.

        The non-management members of the Board regularly hold executive sessions, and the independent directors of the Board hold executive sessions at least annually.

Board Committees

        The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Board has adopted a written charter for each committee that sets forth the committee's purpose, composition, authority and responsibilities. Each charter can be found on our website at www.vantiv.com in the Corporate Governance section of our Investor Relations webpage.

        The members of each committee and the number of meetings held in fiscal 2012 are shown below:

Audit Committee

        The primary purpose of our Audit Committee is to assist the Board's oversight of:

•

the integrity of our financial statements;



•

our internal financial reporting and compliance with our disclosure controls and procedures;



•

the qualifications, engagement, compensation, independence and performance of our independent registered public accounting firm;



•

our independent registered public accounting firm's annual audit of our financial statements and any engagement to provide other services;

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•

the performance of our internal audit function; and



•

our legal and regulatory compliance.

        Our Audit Committee is currently comprised of Ms. Beer and Messrs. Adrean, Lauer and Stiefler. Mr. Adrean serves as chair of the Audit Committee and also qualifies as an "audit committee financial expert" as such term has been defined by the SEC in Item 401(h)(2) of Regulation S-K. Our Board of Directors has affirmatively determined that Ms. Beer and Messrs. Adrean, Lauer and Stiefler meet the definition of an "independent director" for the purposes of serving on the Audit Committee under applicable SEC and NYSE rules, and to comply with these independence requirements for all members of the Audit Committee by the one-year anniversary of the effective date of the registration statement for our initial public offering, Messrs. Maldonado and Poston resigned from the Audit Committee on March 13, 2013. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. Members of the Audit Committee are limited to serving on no more than two other public company audit committees, unless expressly approved by the Board after determining that simultaneous service would not impair the ability of such member to effectively serve on the Company's Audit Committee.

        A copy of the Audit Committee's charter is available on our website at www.vantiv.com in the Corporate Governance section of our Investor Relations webpage.

Compensation Committee

        The primary purposes of our Compensation Committee are to:

•

assist the Board in discharging its responsibilities regarding compensation of our executive officers;



•

review and approve corporate goals and objectives relevant to the compensation of our chief executive officer and evaluate our chief executive officer's performance in light of those goals and objectives;



•

review and determine the compensation of our chief executive officer and other executive officers;



•

make recommendations to the Board with respect to our equity-based compensation plans;



•

provide oversight of our compensation policies, plans and benefit programs; and



•

produce, approve and recommend to the Board for approval reports on compensation matters required to be included in our annual proxy statement or annual report.

        Our Compensation Committee is currently comprised of Messrs. Ryan, Mussafer and Stiefler, with Mr. Ryan serving as the chair. Our Board of Directors has affirmatively determined that Messrs. Ryan, Mussafer and Stiefler meet the definition of an "independent director" for the purposes of serving on the Compensation Committee under applicable NYSE rules, and to comply with these independence requirements for all members of the Compensation Committee by the one-year anniversary of our initial public offering, Mr. Carmichael resigned from the Compensation Committee on March 13, 2013.

        A copy of the Compensation Committee's charter is available on our website at www.vantiv.com in the Corporate Governance section of our Investor Relations webpage.

Nominating and Corporate Governance Committee

        The primary purposes of our Nominating and Corporate Governance Committee (the "Governance Committee") are to:

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recommend to the Board for approval the qualifications, qualities, skills and expertise required for board of director membership;

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•

subject to the rights of Fifth Third Bank to elect directors, identify potential members of the Board consistent with the criteria approved by the Board and select and recommend to the Board the director nominees for election at the next annual meeting of stockholders or to otherwise fill vacancies;



•

evaluate and make recommendations regarding the structure, membership and operations of the committees of the Board;



•

oversee and make recommendations to the Board with regard to any changes to our corporate governance policies and principles;



•

oversee the application of our code of business conduct and ethics; and



•

oversee the annual review of the Board's performance.

        Our Governance Committee is currently comprised of Ms. Beer and Messrs. Lauer, Adrean, and Pike, with Mr. Lauer serving as the chair. Our Board of Directors has affirmatively determined that Ms. Beer and Messrs. Lauer, Adrean and Pike meet the definition of an "independent director" for the purposes of serving on the Governance Committee under applicable NYSE rules, and to comply with these independence requirements for all members of the Governance Committee by the one-year anniversary of our initial public offering, Mr. Poston resigned from the Governance Committee on March 13, 2013.

        A copy of the Governance Committee's charter is available on our website at www.vantiv.com in the Corporate Governance section of our Investor Relations webpage.

Compensation Committee Interlocks and Insider Participation

        None of the members of our Compensation Committee is or has at any time during the past year been one of our officers or employees. None of our executive officers currently serves or in the past year has served as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Code of Business Conduct and Ethics

        We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. The code of business conduct and ethics is available on our website at www.vantiv.com in the Corporate Governance section of our Investor Relations webpage. Any waiver of the code for directors or executive officers may be made only by our Board of Directors or a Board committee to which the Board has delegated that authority and will be promptly disclosed to our stockholders as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Amendments to the code must be approved by our Board of Directors and will be promptly disclosed (other than technical, administrative or non-substantive changes). Any amendments to the code, or any waivers of its requirements, for which disclosure is required, will be disclosed on our website.

Director Nominations

        Subject to the rights of Fifth Third Bank as the holder of our Class B common stock to elect Directors, the Board is responsible for selecting candidates to fill vacancies on the Board and for nominating individuals for election as Directors by the stockholders, in each case, based on the recommendation of the Governance Committee. The Governance Committee considers recommendations for Board candidates submitted by stockholders using substantially the same criteria it applies to recommendations from the Governance Committee, current Directors or members of management. Stockholders may submit recommendations by providing the person's name and appropriate background and biographical information by writing to the Governance Committee at Vantiv, Inc., Attn: Nominating and Corporate Governance Committee, 8500 Governors Hill Drive, Symmes Township, Ohio 45249. Stockholders who want to nominate directors for election at Vantiv's next annual meeting of stockholders must follow the procedures described in the Company's Bylaws, which are available on our website at www.vantiv.com in the Corporate Governance section of our Investor Relations webpage.

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        The Governance Committee is responsible for reviewing with the Board from time to time the appropriate experience, qualifications, attributes and skills required of Board members in the context of the Company's needs and the existing make-up of the Board and developing and recommending to the Board criteria for identifying and evaluating candidates for the Board. These criteria may include, among other things, an individual's business experience, qualifications, attributes and skills such as relevant industry knowledge; specific experience with technology, accounting, finance, leadership, operations, strategic planning, and international markets; independence; judgment; integrity; the ability to commit sufficient time and attention to the activities of the Board; diversity of occupational and personal backgrounds on the Board; and the absence of potential conflicts with the Company's interests.

        Occasionally the Governance Committee may engage outside search firms to assist it in identifying and contacting qualified director candidates. During 2012, Heidrick & Struggles was engaged to identify additional candidates for service on the Board following our initial public offering. Messrs. Adrean, Lauer and Ryan and Ms. Beer were each identified through the search conducted by Heidrick & Struggles.

        The directors nominated by the Board of Directors for election at the 2013 Annual Meeting were recommended by the Governance Committee.

Contacting the Board of Directors, the Chairman and Other Independent Directors

        Stockholders or interested parties wishing to communicate directly with Vantiv's Board of Directors, any individual director, the Chairman of the Board, or any non-management or independent directors as a group may do so by writing to them care of Vantiv's Chief Legal Officer and Secretary at 8500 Governors Hill Drive, Symmes Township, Ohio 45249. The Chief Legal Officer and Secretary will forward appropriate communications. Any concerns reported related to accounting, internal accounting controls or auditing matters will be promptly brought to the attention of the Chair of the Audit Committee as appropriate. For more information on how to contact Vantiv's Board, please visit the Corporate Governance section of our Investor Relations webpage at www.vantiv.com.

Board Leadership and Role in Risk Oversight

        We believe that our Board and committee structure provides strong overall management of the Company. While our Governance Guidelines do not require that our Chairman and Chief Executive Officer positions be separate, our Board believes that having separate positions and having a separate, independent Chairman is the appropriate leadership structure for us at this time.

        Our Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board committees. These committees then provide reports to the full Board. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment, and management of critical risks and management's risk mitigation strategies. These areas of focus include strategic, operational, financial and reporting, succession and compensation, compliance, and other risks. Our Board and its committees oversee risks associated with their respective areas of responsibility, as

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summarized below. Each committee meets in executive session with key management personnel and representatives of outside advisors as required or requested.

Director Compensation

        Prior to our initial public offering in March 2012, directors of the Company had not received compensation for their service as a director. Following our initial public offering, our directors (other than Mr. Drucker, our President and Chief Executive Officer) receive:

•

an annual cash retainer of $80,000 paid quarterly in arrears;



•

an additional retainer of $20,000 for the Audit Committee chair, $15,000 for the Compensation Committee chair and $12,500 for the Nominating and Corporate Governance Committee chair; and



•

an annual equity grant of $120,000 of value-denominated, full-value restricted stock units, which will vest on the earlier of one year from the date of the grant or the next annual stockholder meeting and will be settled in shares of stock following the termination of the director's service.

        In lieu of the annual cash retainer of $80,000 and the annual grant of $120,000 of restricted stock units, Mr. Stiefler, the Chairman of the Board of Directors, receives an annual cash retainer of $120,000 and an annual equity grant of $180,000 in restricted stock units. Directors are also entitled to receive an incremental fee of $1,000 for each meeting attended beyond ten Board of Director meetings per year or twenty committee meetings per year, and reimbursement of travel expenses, to the extent applicable. Each director has the option to receive some or all of his or her cash retainer in equity grants of restricted stock units.

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2012 Director Compensation Table

        The table below sets forth information regarding the compensation paid to our non-employee directors in 2012.

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Director Stock Ownership Guidelines

        The Board of Directors has adopted stock ownership and retention guidelines for directors of the Company. The guidelines encourage each non-employee director to acquire and hold a number of shares of Vantiv common stock equal in value to at least five times the amount of his or her annual cash retainer, exclusive of committee chair retainer fees. Until the applicable ownership guideline is achieved, directors are required to retain 100% of all equity awarded under the Company's director compensation program.

        For these purposes, ownership includes shares owned outright by the non-employee director, shares acquired upon the exercise of stock appreciation rights, options or other equity awards, and vested restricted stock units, including shares underlying vested RSU awards for which settlement has been deferred until termination of service as a director. Because directors must retain 100% of all equity awarded under the Company's director compensation program until they achieve the specified guideline, there is no minimum time period required to achieve the guidelines. Each director is in compliance with the guidelines.

EXECUTIVE OFFICERS

        The executive officers of the Company and their ages and titles are set forth below. Business experience for at least the past five years and other information is provided in accordance with SEC rules.

        Charles D. Drucker (49) is our Chief Executive Officer, a position he has held since June 2009, and our President, a position he has held since June 2004. Mr. Drucker has been a Director of Vantiv, Inc. since November 2011 and was a Director of Vantiv Holding from June 2009 to March 2012. He was also Executive Vice President of Fifth Third Bancorp from June 2005 to June 2009.

        Mark L. Heimbouch (48) is our Chief Financial Officer, a position he has held since December 2009. Prior to joining us, Mr. Heimbouch was Chief Financial Officer of Trow Global Holdings Inc., now known as exp Global Inc., an engineering services firm, since November 2008. Prior to that position, Mr. Heimbouch was Senior Executive Vice President and Chief Operating Officer of Jackson Hewitt Tax Service Inc., an income tax preparation company, from October 2007 to November 2008 where he was responsible for overseeing and managing information technology, customer support and operations for the company. Mr. Heimbouch served as the Executive Vice President, Chief Financial Officer and Treasurer at Jackson Hewitt from June 2005 to October 2007.

        Donald Boeding (47) is our President of Merchant Services, a position he has held since January 2010. Prior to this position, Mr. Boeding was our Senior Vice President from September 2004 to December 2009.

        Royal Cole (51) is our President of Financial Institutions Services, a position he has held since March 2010. Prior to joining us, Mr. Cole was the Executive Vice President and General Manager, Global Payment Services, at The Western Union Company, a financial services company, from December 2005 to July 2009, where he oversaw day-to-day operations and was responsible for strategic development of the Global Payment Services Group.

        Nelson F. Greene (49) is our Chief Legal Officer and Secretary, a position he has held since July 2010. Prior to joining us, Mr. Greene was the Deputy General Counsel and Assistant Secretary from April 2010 to July 2010, the Vice President, Interim General Counsel and Secretary from July 2009 to April 2010 and was the Vice President, Deputy General Counsel and Assistant Secretary from 2007 to July 2009 of NCR Corporation, a global technology and services company, where he managed the company's corporate governance activities and the worldwide legal department. Mr. Greene joined NCR in 1992.

        Carlos Lima (51) is our Chief Operating Officer, a position he has held since June 2012. Prior to joining us, Mr. Lima was Chief Information Officer and Co-Chief Operating Officer for Barclaycard in London, England since August 2010. From 2008 until 2010, Mr. Lima was Chief Operating Officer—Cards, Retail

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and Corporate Banking for Barclays Bank PLC in Lisbon, Portugal. Prior to that position, Mr. Lima held various senior global and regional IT positions at Citigroup and American Express.

        Paulette Sasso (57) is our Interim Chief Human Capital Officer, a position she has held since July 2012. She joined Vantiv as Senior Vice President of Talent Acquisition in March 2011. Ms. Sasso had been a consultant to Vantiv since September 2009. Prior to joining us, Ms. Sasso worked for First Data Corporation where she was Senior Vice President, Human Resources—Corporate from 2005 to 2007, Senior Vice President, Human Resources—Enterprise Payments from 2003 to 2005 and Senior Vice President, Human Resources—Merchant Services from 1995 to 2003. Before joining First Data Corporation, Ms. Sasso was Senior Vice President, Human Resources at Card Establishment Services, a merchant credit card processing services company that was owned by the venture capital firm Welsh, Carson, Anderson and Stowe, and Vice President, Human Resources at CitiCorp.

        William Weingart (54) is our Chief Product Officer, a position he has held since April 2010. Prior to this position, Mr. Weingart was the Chief Technology Officer, Merchant Services Division, at First Data Corporation from May 1983 to October 2009, where he oversaw and managed information technology services for the Merchant Services Division.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND EXECUTIVE OFFICERS

        The following table shows information regarding the beneficial ownership of our Class A common stock as of the Record Date by:

•

each person or group who is known by us to own beneficially more than 5% of our common stock;



•

each director and nominee for director and each of our named executive officers; and



•

all directors and executive officers as a group.

        Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as indicated by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our Class A common stock shown as beneficially owned by them. Applicable percentage of beneficial ownership is based on 142,308,702 shares of Class A common stock outstanding on the Record Date. Shares of Class A common stock subject to options or warrants currently exercisable or exercisable within 60 days of the date of this proxy statement are deemed to be outstanding and beneficially owned by the person holding the options or warrants for the purpose of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person. Unless otherwise indicated, the address for each holder listed below is c/o Vantiv, Inc., 8500 Governors Hill Drive, Symmes Township, Ohio 45249.

        Although Fifth Third Bank does not own any shares of our Class A common stock, the following table gives effect to the ability of Fifth Third Bank to exchange Class B units of Vantiv Holding into 18.5% of our Class A common stock, the maximum amount of Class A common stock that Fifth Third Bank is permitted to own and the maximum amount of the aggregate voting power that Fifth Third Bank is permitted to exercise (other than in connection with a stockholder vote in connection with a change of control). If Fifth Third Bank acquires any shares of our Class A common stock, the percentage of voting power of the Class B common stock its owns will be correspondingly reduced. In addition to the Class B units of Vantiv Holding that Fifth Third Bank holds, Fifth Third Bank holds a warrant (the "Warrant") to purchase 20,378,027 Class C non-voting units of Vantiv Holding at an exercise price of approximately $15.98 per unit, subject to customary anti-dilution adjustments. Fifth Third Bank has the right, pursuant to and subject to the terms of the Exchange Agreement, from time to time to exchange its Class B units or Class C non-voting units in Vantiv Holding for shares of our Class A common stock on a one-for-one basis, up to a maximum at any time of 18.5% of all our Class A common stock, or, at our option, for cash. Upon

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such exchange for Class A common stock, an equivalent number of shares of our Class B common stock will be cancelled.

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COMPENSATION DISCUSSION AND ANALYSIS

        This section explains the objectives and design of our executive compensation program and provides qualitative information regarding the compensation earned by our named executive officers during 2012. For 2012, our named executive officers were:

•

Charles Drucker, President and Chief Executive Officer



•

Mark Heimbouch, Chief Financial Officer



•

Carlos Lima, Chief Operating Officer



•

Royal Cole, President, Financial Institution Services



•

Donald Boeding, President, Merchant Services

Executive Summary

        We became a stand-alone company in June 2009 and completed our initial public offering and New York Stock Exchange listing in March of 2012. In connection with our IPO, our Compensation Committee engaged an independent compensation consultant and, in consultation with the consultant, undertook a holistic review of our executive compensation framework to ensure that it is performance-based, supportive of our financial and strategic objectives, market competitive, and appropriately aligned with evolving corporate governance best practices.

Overview of 2012 Financial Performance and Strategic Accomplishments

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increased revenue by 15% to $1,863.2 million in 2012



•

increased net revenue by 18% to $1,022.6 million in 2012



•

increased net income attributable to Vantiv, Inc. by 59% to $57.6 million for 2012



•

increased cash net income by 41% in 2012 to $260.0 million*



•

successfully completed our initial public offering and first year as a public company



•

successfully completed key acquisition in ecommerce space

Compensation and Governance Practices

•

Stock Ownership and Retention Guidelines.  We have stock ownership and retention guidelines for our executive officers, including the named executive officers. Each of the named executive officers is in compliance with the guidelines.



•

No Hedging or Pledging.  We have a policy prohibiting all employees, including the named executive officers and members of our Board, from engaging in any hedging transactions with respect to equity securities of the Company held by them, which includes the purchase of any financial instrument (including prepaid variable forward contracts, equity swaps, collars and exchange funds) designed to hedge or offset any decrease in the market value of such equity securities. We also have a policy prohibiting our Section 16 officers and members of the Board from pledging, or using as collateral, the Company's securities in order to secure personal loans or other obligations, which includes holding shares of our common stock in a margin account. Any exceptions must be

   

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*

See discussion of cash net income on page 30. For additional information and a reconciliation of cash net income to the nearest comparable GAAP measure, see pages 52-53 in our Annual Report on Form 10-K for the year ended December 31, 2012, which can be found on our website at http://investors.vantiv.com.

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pre-approved by the Company's legal department. To date, no such exceptions have been requested or made.

•

At-will employment.  Our executive officers, including the named executive officers, are employed "at will." Consistent with our approach of rewarding performance, employment is not guaranteed, and either the Company or the named executive officer may terminate the employment relationship at any time. In connection with our initial public offering, we also entered into a standardized severance policy covering executive officers, as described further below. We do not maintain arrangements that would provide any tax gross ups to executive officers in connection change of control transactions or other separations from service.



•

Equity Grant Practices.  Our equity grant practices ensure all grants are made on fixed grant dates and at exercise prices or grant prices equal to the "Fair Market Value" of our common stock on such dates. In addition, our equity plan prohibits the repricing or replacement of outstanding stock options.



•

Independent Compensation Consultant.  The Compensation Committee's independent compensation consultant, Frederic W. Cook & Co., Inc., is retained directly by the committee and performs no other consulting or other services for us.

Compensation Philosophy and Objectives

        The following are the principal objectives of our executive compensation program:

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attract, retain and reward employees who drive our performance and help us achieve our annual and long-term financial and strategic objectives;



•

motivate our executive officers to consistently deliver outstanding performance;



•

link compensation to the achievement of specific financial and strategic objectives to create and maintain stockholder value;



•

create a culture of ownership among our executives to align their interests with the interests of our stockholders; and



•

maintain competitive and fair compensation.

        To meet these objectives, our executive compensation program balances short-term and long-term financial performance and strategic goals and combines fixed compensation with compensation that is "at risk" and tied to our performance relative to our financial and strategic goals and changes in stockholder value.

Principal Components of 2012 Compensation

        In 2012, the principal components of our executive compensation program consisted of:

•

base salaries, which reflect the fixed component of executive officer compensation; and



•

annual cash incentives under our Variable Compensation Plan, or VC Plan, which are based on the Company's achievement of pre-established financial and strategic objectives and individual contributions to that performance.

        Prior to our initial public offering in March 2012, the equity component of our executive compensation program consisted of phantom equity units. These units were granted at the time of hire and converted to shares of Class A common stock upon the consummation of our initial public offering, the majority of which remains subject to continued service-based vesting conditions. There were no new equity grants made in 2012 to our executive officers, other than one new-hire award of restricted stock units.

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        Each of these components is discussed in more detail below, and we believe that each component serves an important function in achieving the objectives of our executive compensation program. In determining the relevant amounts of each of these components, the Compensation Committee historically considered the objectives and principles discussed above and the additional factors discussed below. Prior to our IPO, we did not maintain formal policies or guidelines for allocating compensation and the Compensation Committee had not affirmatively set out in any given year, or with respect to any given new executive officer, to apportion compensation in any specific ratio between cash and equity, or between long-term and short-term compensation. Rather, total compensation was weighted more heavily toward either cash or equity, or short-term or long-term compensation, as a result of the factors described in this discussion. Prior to the IPO, the committee's collective judgment and subjective analysis of these objectives, principles and factors had been the most important factor in setting compensation.

        Base Salaries.    Base salaries reflect the fixed component of the compensation for an executive officer's ongoing contribution to the operating performance of his or her area of responsibility. We strive to pay a base salary for each position that is competitive within our industry to attract and retain top-level talent in a highly competitive market. In determining base salary, the Compensation Committee considers a variety of factors, including performance, seniority, experience, responsibilities, length of service, our ability to replace the individual, other components of such executive officer's compensation, base salaries of our other executive officers and the base salaries that our competitors and peers pay to their executive officers in comparable positions. No particular weight is assigned to each factor. The compensation committee evaluates and sets the base salaries of our executive officers on an annual basis following annual performance reviews, as well as upon a promotion or other change in responsibility. Information with respect to 2012 base salaries is set forth below under the caption "2012 Compensation Determinations—Base Salary."

        Variable Compensation (VC) Plan Compensation.    The VC Plan is an annual cash bonus plan designed to align each executive officer's efforts with our annual financial and strategic objectives, as approved by the Compensation Committee in the beginning of the year, and to reward our executive officers based on our performance relative to those objectives and his or her contribution to that performance. Each participant's annual bonus target opportunity is expressed as a percentage of his or her base salary. Actual bonus payouts under the VC Plan, if any, are dependent on achievement of minimum, company-wide performance goals. If such threshold performance goals are attained, bonuses are awarded to participants, including the executive officers, based on the overall level of funding, adjusted by the committee for each individual participant to reflect their personal performance for the year versus predetermined objectives. The plan is administered such that the sum total of adjustments for all participants in the plan yields a zero-sum outcome relative to the funded VC Plan pool, meaning that upward adjustments for one or more participants must be offset by downward adjustments for others.

        Equity Compensation.    Prior to our initial public offering, the equity component of our executive compensation program consisted solely of phantom equity units in Vantiv Holding. These units were subject to time- and performance-based vesting conditions, designed to provide a retention and performance incentive to our executive officers and to closely align their interests with the interests of our stockholders. These units converted to shares of Class A common stock upon consummation of our initial public offering in March 2012, the majority of which remain subject to continued service-based vesting conditions. Additional information about the conversion of these units into restricted and unrestricted shares of Class A common stock is set forth below in the "Outstanding Equity Awards at Fiscal Year-End" and "Options Exercised and Stock Vested" tables.

        There were no new equity awards in 2012 to our named executive officers, except for a new-hire award of restricted stock units to Mr. Lima.

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Setting Executive Compensation

        Our current compensation program for executive officers reflects our stage of development as a company and has largely been based on individual employment arrangements that were negotiated with each of our executive officers at the time he or she was hired.

        Role of our Compensation Committee.    The Compensation Committee is responsible for overseeing our executive compensation program and setting compensation for our executive officers. Among other things, the Compensation Committee reviews and approves the compensation and benefits for executive officers, the performance goals and results of the VC Plan, and awards under our 2012 Equity Incentive Plan. Additional details regarding the responsibilities and operation of the committee are set forth in its charter, which is available under the Investors section of our website at www.vantiv.com.

        Role of Management.    Our chief executive officer makes recommendations to the compensation committee on the base salary, annual incentive payments, and equity awards for each executive officer (other than himself), based on his assessment of each executive officer's performance during the year and his review of market and compensation data prepared by our compensation consultant. He also makes recommendations about performance metrics for the VC Plan and attends Compensation Committee meetings (except for sessions discussing his compensation).

        Role of Compensation Consultants.    In November 2011, Aon Hewitt, a national compensation consulting firm retained by management, prepared an executive compensation assessment that analyzed the cash and equity compensation of our executive officers and provided market and peer group data to provide context for 2012 compensation decisions. To provide competitive market rates for the Company's executive officers, including the named executive officers, management instructed Aon Hewitt to examine the executive compensation practices of a peer group. The Compensation Committee selected the 2012 peer group, taking into account input from management and Aon Hewitt. The primary criteria used to develop the compensation peer group included companies (or business segments) identified as competitors for talent, companies that fall into similar economic sectors, companies within a size range relevant to ours as measured primarily by annual revenue and companies with a business model that leverages expertise in the same broad services and have readily available data. Although we compared each executive's base salary, VC Plan bonus opportunity and phantom equity holdings to the peer group and market data, we did not target total compensation or individual components to a particular level relative to the market or our peers. We used peer group data only as points of reference and general guidelines to assess the competitiveness of our compensation levels and to assist the Compensation Committee in setting compensation levels. Compensation data for the peer group companies were gathered from public filings and from Aon Hewitt's proprietary compensation databases.

        Our compensation peer group for fiscal 2012 remained the same as 2011 and consisted of the companies listed in the following table:

        Beginning in the fourth quarter of 2011 and continuing through 2012, the Compensation Committee engaged Frederic W. Cook & Co., Inc. ("FW Cook") as its independent compensation consultant to assist the committee in evaluating our executive compensation program and to make recommendations with

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respect to appropriate levels and forms of compensation and benefits as we transitioned to becoming a public company, including the following:

•

a review of the peer group to confirm its appropriateness for continued use as a publicly traded company;



•

an assessment of the components of our executive compensation program and our executives' equity compensation levels relative to peers;



•

a review of market and "best" practices with respect to executive employment and severance/change-of-control arrangements;



•

assistance with a review of our equity compensation strategy, including the development of our equity plan, award guidelines and an aggregate spending budget;



•

a review of considerations and market practices related to short-term cash incentive plans; and



•

a review of board of director compensation market practices.

        The objective of this evaluation was to ensure that we remain competitive as a newly public company and that we develop and maintain a compensation framework that is appropriate for a public company. In 2012, the Compensation Committee, with the assistance of FW Cook, also assessed the risks associated with the Company's compensation plans and practices for employees, including a consideration of the counterbalance of risk-taking incentives and risk-mitigating factors in Company practices and policies. Following this assessment, the Compensation Committee determined that the risks arising from the Company's compensation plans and practices are not reasonably likely to have a material adverse effect on the Company.

        In accordance with the Compensation Committee's Charter, the committee has the sole authority to determine the compensation for, and to terminate the services of, FW Cook. In accordance with our practices, FW Cook, as an independent compensation consultant, may not provide any other services to the Company without the prior authorization of the committee. In 2012, FW Cook provided no additional services to the Company. In connection with SEC and NYSE rules regarding compensation committee consultant conflicts of interest, we reviewed the independence of FW Cook according to the six required factors and have determined that FW Cook's work raises no conflicts of interest.

Changes to the Executive Compensation Program for 2013

        The Compensation Committee, taking into account input from management and FW Cook, has approved the following changes for 2013:

•

VC Plan for 2013.  Net revenue, a key operating and performance metric for the company, was added as a third performance measure to the VC Plan for 2013.



•

Equity-based long-term incentive program.  In connection with our initial public offering, the Compensation Committee, with the assistance of FW Cook, reviewed the equity award holdings of our executive officers and concurred with management's recommendation that the current equity award holdings of our executive officers, taking into consideration the vesting conditions and the value of such awards, appropriately met our retention and incentive goals, and that no additional awards were necessary in 2012.



•

In February 2013, the Compensation Committee approved the design of the Company's long-term incentive plan (the "LTIP"). Awards under the LTIP in 2013 will be in the form of performance shares, stock options and restricted stock units granted under the Company's 2012 Equity Incentive Plan. With respect to the chief executive officer, the potential long-term incentive opportunity will be comprised of 50% stock options and 50% performance shares. With respect to other executive officers, including the other named executive officers, the potential long-term incentive opportunity

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will be comprised of 40% stock options, 40% performance shares and 20% restricted stock units. The stock options and restricted stock units will vest in 25% annual increments beginning on the first anniversary of the date of grant. The performance shares will vest on the third anniversary of the date of grant if, and only to the extent that, certain performance targets are met at the end of the three-year performance period. Based on attainment of at least a threshold level of performance, the actual number of performance shares earned will be 50% for performance at the threshold level, 100% for performance at the target level and 200% for performance at or above the maximum level established. If the threshold performance is not achieved, all of the performance shares will be forfeited. The performance metrics include: 1) the Company's cumulative compound annual growth rate in net revenue over the three-year period beginning January 1, 2013 and ending December 31, 2015, which will determine the vesting of 30% of the performance shares; and 2) the Company's cumulative compound annual growth rate in adjusted cash net income per share over the same three-year period, which will determine the vesting of 70% of the performance shares. Earned performance shares will be settled on a one-for-one basis in shares of the Company's Class A common stock.

•

Peer Group.  At the direction of the committee, FW Cook undertook a review of the Company's peer group. Following this review, the committee approved certain adjustments to the Company's peer group. These adjustments included adding two new companies to the peer group, each of a similar size to the Company, removing three private companies, for which proxy compensation data is not available, and removing three companies due to the limited applicability of proxy compensation data for comparative segment positions.

2012 Compensation Determinations

        Base Salary.    Base salaries for our named executive officers were as follows:

        The following decisions were made regarding base salaries for 2012:

•

The increase in Mr. Drucker's salary was based on the Compensation Committee's desire to recognize his overall contributions to and responsibility for our financial and strategic objectives, including positioning the Company for an initial public offering. The increase reflects a merit increase, a competitive market adjustment and the termination of previously provided perquisites. The Compensation Committee discussed Mr. Drucker's salary with FW Cook and reviewed the peer group data and executive compensation assessment prepared by Aon Hewitt, but his salary was not set in reference to a specific benchmark.



•

No adjustments were made to the base salaries of Messrs. Heimbouch and Cole, as the Compensation Committee determined that their existing base salaries, when taken together with the other elements of their compensation and compared to the external data provided by Aon Hewitt described above, provided sufficient fixed compensation.



•

For Mr. Lima, who was hired in June 2012, the Compensation Committee established an initial base salary based on the results of arms-length negotiations between Mr. Lima and the Company, the compensation package that Mr. Lima was forgoing at his then-current employer, the recommendation of our chief executive officer, and amounts the committee believed were

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necessary, when combined with the equity and incentive compensation components of his new hire package, to hire him.

•

The increase in Mr. Boeding's salary reflects both a merit increase and internal parity considerations and was based on the Compensation Committee's desire to recognize his overall contributions to our financial and strategic objectives, particularly with respect to his leadership of our Merchant Services segment, and internal pay parity among our executive officers. The Compensation Committee reviewed the external data provided by Aon Hewitt, but his salary was not set in reference to a specific benchmark. Ultimately, the Compensation Committee made the determination based on its collective experience and judgment, taking into account the advice of our chief executive officer.

        The Compensation Committee did not apply specific formulas in setting 2012 base salaries. In determining base salaries for 2012, the Compensation Committee considered the executive officer's position and responsibilities, tenure with our company, our success in achieving our prior year financial and strategic objectives, the individual's contribution and performance during the prior year, internal pay parity, and market and peer group data. The Compensation Committee also considered the evaluations and recommendations of our chief executive officer (other than with respect to his own compensation). As discussed above, the Compensation Committee does not have a predefined framework that determines which factors may be more or less important, and the emphasis placed on specific factors varied among the named executive officers.

        Variable Compensation (VC) Plan Compensation.    Payouts under the VC Plan for 2012, like in 2011, were contingent on the Company attaining the predetermined performance goals set in the beginning of the year by the Compensation Committee. In 2012, the committee established one financial performance metric, cash net income*, weighted at 80% of plan funding, and one strategic metric, new product and sales channel goals, weighted at 20% of plan funding.

        In addition to setting a target performance goal for each funding metric, the compensation committee also set a performance threshold for each goal, below which the plan would not be funded with respect to such goal, and a maximum performance level for each goal, at or above which the plan would be funded at the maximum funding weight assigned to such goal. For 2012, performance at threshold level with respect to cash net income would result in a funding weight of 40%, performance at target would result in a funding weight of 80% and performance at or above maximum would result in a 128% funding weight. The funding weights assigned to the new product and sales channel goal were 10% for threshold performance, 20% for target performance, and 32% for maximum performance.

        The threshold, target and maximum cash net income performance goals for the VC Plan in 2012 were $225 million, $251 million and $263 million, respectively. New product and sales channel goals relate to strategic initiatives and consist of a pre-established number of new products and sales channel revenue

   

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*

Cash net income is a non-GAAP financial measure. Cash net income is derived from GAAP net income, adjusting for the following items: (a) amortization of intangible assets acquired in business combinations and customer portfolio and related asset acquisitions; (b) non-operating expenses primarily associated with the refinancing of our debt and the termination of our interest rate swaps in March 2012 and May 2011; (c) adjustments to income tax expense assuming conversion of non-controlling interests into shares of Class A common stock; (d) share-based compensation; (e) costs associated with our separation from Fifth Third Bank and acquisition and integration costs incurred in connection with our acquisitions; and (f) tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, including Litle, and to the tax basis step up associated with our separation from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements established at the time of our initial public offering.

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generated from the sale and distribution of those products. Following completion of the fiscal year, the Compensation Committee analyzes the number of new products brought to market and the revenue generated from those new products, and compares those results to the pre-established threshold, target and maximum performance levels to determine whether, and if so, to what extent, to fund the plan based on that metric. The Compensation Committee retains discretion to adjust the financial and strategic targets and allocations, and pursuant to this authority, the committee made two adjustments in 2012, first by increasing the cash net income target from $239 million to $245 million to reflect a similar adjustment in the Company's business plan approved by the Board, and second by raising the cash net income performance threshold, target and maximum levels by the approximate $6 million tax benefit that was included in the Company's reported results, which related to assets associated with certain tax receivable agreements to which the Company is party.

        We believe that the target performance levels assigned to the financial and strategic goals under the VC Plan can be characterized as challenging but attainable, meaning that based on historical performance this payout level is not assured but is within reasonable reach, while equally providing strong motivation for executives to strive to exceed the performance goals in a way that balances short and long-term stockholder value creation objectives while not motivating excessive risk-taking. The financial and strategic goals of the VC Plan are designed to promote annual growth objectives consistent with our business plan.

        In 2012, the Company's performance relative to the VC Plan goals resulted in total plan funding at 132% of target, with performance on the cash net income goal being $260 million, resulting in actual funding of 116% compared to target funding of 80% and performance on the strategic goal resulting in actual funding of 16% compared to target funding of 20%. Because company performance exceeded the performance threshold, the Compensation Committee approved plan funding and approved payouts to our named executive officers as follows:

        The amounts paid to our named executive officers were based on the Company's achievement of the performance goals established for the VC Plan in 2012 and the Compensation Committee's evaluation of each named executive officer's performance during the year, including his contribution to the Company's performance, his performance relative to his individual goals as established by the committee (in the case of the chief executive officer) or by the chief executive officer (in the case of the other named executive officers), and the recommendations of our chief executive officer (except with respect to his own compensation). With regard to the adjustments for individual performance, the sum total of adjustments for all participants in the plan is required to yield a zero-sum outcome relative to the funded VC Plan pool, meaning that upward adjustments for one or more participants must be offset by downward adjustments for others.

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        The following briefly outlines the key considerations the Compensation Committee took into account in determining the payout for each of our named executive officers, without giving any specific weight to any individual consideration:

•

Charles D. Drucker:  (i) drove year over year growth in key financial and corporate performance metrics, in each case in-line with or exceeding the Company's business plan; (ii) led year over year growth in both the merchant services and financial institutions segments; (iii) successfully completed initial public offering and two secondary offerings, playing leading role in pre- and post-IPO investor presentations and communications; (iv) led successful negotiations and signings of key customers and strategic relationships; (v) brought key new products to the market and grew new product revenue; (vi) identified and successfully completed key acquisition; (vii) introduced business analytics in all key areas of the business; (viii) added key personnel to executive leadership team and to next layer of leadership; and (ix) identified and implemented cost saving initiatives, including debt refinancing in connection with our initial public offering.



•

Mark L. Heimbouch:  (i) drove year over year growth in key financial and corporate performance metrics, in each case in-line with or exceeding the Company's business plan; (ii) key role in successfully completing initial public offering and two secondary offerings; (iii) successfully refinanced the Company's debt in connection with our initial public offering, resulting in significant annual savings; (iv) drove successful implementation of in year pricing initiatives; (v) stood up the Company's investor relations function; (vi) developed and implemented key financial models and forecasting tools; and (vii) played critical role in identifying, modeling and successfully completing a key acquisition.



•

Carlos Lima:  (i) mobilized and delivered critical programs in key areas of focus; (ii) reduced corporate contingency risk; (iii) led organization design for key functions, including information security, operations, technology and security; and (iv) introduced and implemented a new delivery paradigm and key reengineering initiatives to improve operating efficiency.



•

Royal Cole:  (i) drove year over year growth in revenue, transactions, new sales signings, and cross sales revenue; (ii) negotiated and signed key strategic relationships; (iii) implemented the use of analytics to pricing and retention; (iv) increased merchant bank activity; and (v) led key partnering and technology initiatives.



•

Donald Boeding:  (i) drove year over year growth in revenue and transactions; (ii) grew new sales signing; (iii) successfully negotiated key agreements and drove renewals with existing national accounts; (iv) successfully converted large national portfolio; (v) developed product distribution strategy and successfully brought new products to market; and (vi) implemented sales force and portfolio management optimization efforts that produced significantly higher results.

        Long-Term Equity-Based Incentive Compensation.    Historically, we made significant equity grants (in the form of phantom equity units in Vantiv Holding) to our executive officers at the time of his or her hiring. These awards, pursuant to their terms, converted in our initial public offering to restricted and unrestricted shares of Class A common stock issued under our 2012 Equity Incentive Plan. Accordingly, upon the consummation of our initial public offering in March 2012, Messrs. Drucker, Heimbouch, Cole and Boeding received 1,914,532, 611,554, 299,300, and 370,003 shares of Vantiv, Inc. Class A common stock, respectively, with respect to the phantom equity units they held in Vantiv Holding, some of which remains restricted subject to service-based vesting consistent with the terms prescribed by the respective executive's original phantom unit agreement.

        The only new award to a named executive officer in 2012 was a restricted stock unit award with a grant date value of $350,000 to Mr. Lima, who was hired in June 2012. Consistent with Mr. Lima's base salary, the Compensation Committee determined the size of Mr. Lima's award based on the results of arms-length negotiations between Mr. Lima and the Company, the compensation package that Mr. Lima was forgoing

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at his then-current employer, the recommendation of our chief executive officer, and the amount the committee believed was necessary, when combined with the salary and incentive compensation components of his new hire package, to hire him.

Severance and Change in Control Arrangements

        In connection with our initial public offering, we adopted an executive severance plan. We believe the severance plan is reasonably necessary to hire and retain the executive talent in our market. The terms and estimated amount of benefits provided under this severance plan are described below under "—Employment Agreements and Severance Benefits—Severance Plan" and "—Potential Payments upon Termination or Change in Control." In addition, grants of equity under our 2012 Equity Incentive Plan contain provisions for accelerated vesting of equity in connection with a change in control, as further described under "—Employment Agreements and Severance Benefits—Potential Payments upon Termination or Change in Control." We believe these provisions are reasonable because the possibility of a change in control could cause uncertainty among executive officers and concern over potential loss of equity awards (which has been a significant component of their compensation) and therefore could result in their departure or distraction to the detriment of our company and our stockholders.

Retirement and Other Benefits

        Our executive officers are eligible to participate in our employee benefit plans provided to other employees. These benefits include a 401(k) plan with a company matching contribution, group health insurance and short and long-term disability insurance.

        In addition to the benefits offered to all employees, certain executive officers are provided additional personal benefits, which are deemed to be part of an executive officer's total compensation and treated as taxable income under the applicable tax laws. Additional information about these benefits is included below in the footnote to the "All Other Compensation" column of the 2012 Summary Compensation Table.

Other Matters Relating to Executive Compensation

Stock Ownership Guidelines

        The Board of Directors has established stock ownership guidelines for the Chief Executive Officer and the other executive officers equal to six times annual salary in the case of the Chief Executive Officer and three times annual salary for other executive officers. With certain exceptions, any shares owned by an executive officer (or shares received upon the exercise of options or vesting of restricted stock, less an amount to cover current tax liabilities) must be held by the executive officer until the relevant ownership multiple is reached. The guidelines are effective as of January 1, 2013 and apply to equity awards granted on or after January 1, 2013.

Securities Trading Policy

        Employees of the Company, including executive officers, are prohibited from: (1) engaging in short sales of Company securities; or (2) engaging in transactions in puts, calls or other derivative securities designed to hedge or offset any decrease in the market value of the Company's equity securities, on an exchange or in any other organized market. Executive officers and directors are also prohibited from pledging Company securities, unless pre-approved by the Chief Legal Officer.

Tax and Accounting Considerations

        We recognize a charge to earnings for accounting purposes for equity awards over their requisite service period. In the past, we have not considered the accounting impact as a material factor in determining the equity award amounts for our executive officers. However, as a public company, we expect

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that the compensation committee will consider the accounting impact of equity awards in addition to considering the impact to dilution and overhang when deciding on amounts and terms of equity awards. With respect to the tax deductibility of compensation, Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to a publicly held corporation for compensation in excess of $1.0 million paid in any taxable year to its chief executive officer and certain other executive officers unless the compensation qualifies as "performance-based compensation" within the meaning of the Code. Under a special Section 162(m) exception, any compensation paid pursuant to a compensation plan in existence before our initial public offering will generally not be subject to the $1.0 million limitation until the earliest of: (i) the expiration of the compensation plan, (ii) a material modification of the compensation plan (as determined under Section 162(m)), (iii) the issuance of all the employer stock and other compensation allocated under the compensation plan, or (iv) the first meeting of stockholders at which directors are elected after the close of the third calendar year following the year in which the public offering occurs. As a private company, we did not take the deductibility limit of Section 162(m) into consideration in setting compensation for our executive officers because Section 162(m) did not apply to us. As a public company, we expect that the compensation committee will consider the deductibility of compensation, but will be fully authorized to approve compensation that may not be deductible when it believes that such payments are appropriate to attract and retain executive talent.

COMPENSATION COMMITTEE REPORT

        The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

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EXECUTIVE COMPENSATION

2012 Summary Compensation Table

        The following tables provide information about the compensation of our named executive officers for 2012. Our named executive officers are our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers for the year ended December 31, 2012 in accordance with SEC rules.

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(4)

Mr. Lima joined the Company in June 2012 and the amount reported for salary is pro-rated to reflect his start date.

Grants of Plan-Based Awards in 2012

        The following table shows all plan-based awards granted to the named executive officers during the year ended December 31, 2012.

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Outstanding Equity Awards at Fiscal Year-End

        The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers at December 31, 2012.

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