RESOLVED: Shareholders request
the Board Compensation Committee prepare a report assessing the feasibility of integrating sustainability metrics, including metrics regarding diversity among senior executives, into the performance measures of the CEO under the Company's compensation incentive plans.
Not exact matches
The reason: The biggest investors, like mutual funds and pension funds that held more than half of all outstanding shares, showed no interest in quibbling with
boards»
compensation committees.
A CEO may subtly co-opt and manage a
compensation committee so it is composed of «friendlies,» who are sympathetic to the CEO, and resist full
board involvement.
You'll also need to have
board committees charged with particular tasks, such as auditing and
compensation.
After the financial crisis of 2008, the Dodd - Frank Act ensured that
compensation consultants were hired by the
board's
compensation committee and not hired by or unduly influenced by the CEO or other management.
It supports voting «no» on the
compensation plan and is advising against three board members, Compensation Committee Chair Wendy Cameron, Audit Committee Chair Neil Dimick, and Compliance Committee Chair M
compensation plan and is advising against three
board members,
Compensation Committee Chair Wendy Cameron, Audit Committee Chair Neil Dimick, and Compliance Committee Chair M
Compensation Committee Chair Wendy Cameron, Audit
Committee Chair Neil Dimick, and Compliance
Committee Chair Mark Parrish.
Not only that, but around a third of voting shares abstained from the reelection of every member of the
board's
compensation committee.
The Facebook
board's
compensation committee authorized Zuckerberg's security program, the filing said, «to address safety concerns due to specific threats to his safety arising directly as a result of his position as our founder, Chairman, and CEO.»
Sanger is a member of the
board committee that, according to the firm's proxy statement, «oversees the company's incentive
compensation practices so that they are consistent with the safety and soundness of the company.»
FORTUNE — Over the past three years, Alexis Herman, a Coca - Cola director and a member of the drink company's executive
compensation committee, has received $ 2.9 million for her
board work.
Sure, most
boards have
Compensation Committees now, and many big companies engage compensation consultants to do the relevant benchmarking and to make reco
Compensation Committees now, and many big companies engage
compensation consultants to do the relevant benchmarking and to make reco
compensation consultants to do the relevant benchmarking and to make recommendations.
But a widely - cited statement from the company includes the following assertion: «The Personnel and
Compensation Committee of the
Board will carefully consider their input as we move forward.»
A central theme throughout the
compensation debate has been that
boards and
compensation committees — particularly in the U.S. and U.K. (but also elsewhere)-- have been incapable or unwilling to address the uncontrolled disparity between pay of CEOs compared to that of other senior management and, in particular, the pay of average workers, even throughout the financial crisis.
Compensation committees and boards should insist on an industry - wide rigorous code of conduct for compensation consultants that is independently drafted and enforced, publicly accessible and to which all compensation consultants who advise these compensation committee
Compensation committees and
boards should insist on an industry - wide rigorous code of conduct for
compensation consultants that is independently drafted and enforced, publicly accessible and to which all compensation consultants who advise these compensation committee
compensation consultants that is independently drafted and enforced, publicly accessible and to which all
compensation consultants who advise these compensation committee
compensation consultants who advise these
compensation committee
compensation committees subscribe.
Exxon
board member Bill George led a National Association of Corporate Directors Blue Ribbon Commission on «Executive
Compensation and the Role of the
Compensation Committee,» which included recommendations such as not offering contracts to executives (giving the
board more flexibility in how it deals with the CEO's pay and tenure), which is reflected in the pay practices at ExxonMobil.
In the proxy for investors, the
board's role in succession goes unmentioned, other than the
compensation committee's role to «provide
compensation and benefit programs that... support career development and succession goals.»
In a note to investors ISS wrote that «The current pay and performance misalignment driven by ongoing problematic pay practices indicates poor stewardship of the
board's
Compensation Committee.»
From 2005 through part of 2009, Google's
compensation committee included members of Apple's
board (Art Levinson) and Intel's (INTC)
board (Paul Ottelini).
From 2008 to 2012, the
board member in question — Susan Arnold, who chairs the
compensation committee at Disney — received fees from Disney that were 70 % greater than the average received by Fortune 100 directors, according to an analysis by the Center for Economic Policy and Research (CEPR).
«The
board accepts the result of today's non-binding vote and will take it under advisement for future CEO
compensation,» Aylwin Lewis, chair of the
board's
compensation committee, said in a statement.
The
Compensation Committee reviews and approves the compensation arrangements for Apple's executive officers, including the CEO, administers Apple's equity compensation plans, and reviews the Board's c
Compensation Committee reviews and approves the
compensation arrangements for Apple's executive officers, including the CEO, administers Apple's equity compensation plans, and reviews the Board's c
compensation arrangements for Apple's executive officers, including the CEO, administers Apple's equity
compensation plans, and reviews the Board's c
compensation plans, and reviews the
Board's
compensationcompensation.
Our
Board of Directors has established an Audit
Committee, a
Compensation Committee, and an Executive
Committee.
In the future, our
Compensation Committee and
board of directors may consider awarding such additional or alternative forms of awards to our executive officers, although no decision to use such other forms of award has yet been made.
Accordingly, the
Board approved the following cash retainers for 2016: $ 35,000 for the Chair of the Audit
Committee; $ 30,000 for the Chair of the
Compensation Committee; and $ 25,000 for the Chair of the Nominating
Committee.
After the end of the fiscal year, upon recommendation of the
Compensation Committee after reviewing peer company market data supplied by the Compensation Committee's independent compensation consultant, the Board increased the additional cash retainer for the Chair of eac
Compensation Committee after reviewing peer company market data supplied by the Compensation Committee's independent compensation consultant, the Board increased the additional cash retainer for the Chair of each c
Committee after reviewing peer company market data supplied by the
Compensation Committee's independent compensation consultant, the Board increased the additional cash retainer for the Chair of eac
Compensation Committee's independent compensation consultant, the Board increased the additional cash retainer for the Chair of each c
Committee's independent
compensation consultant, the Board increased the additional cash retainer for the Chair of eac
compensation consultant, the
Board increased the additional cash retainer for the Chair of each
committeecommittee.
Non-Employee Directors do not receive any other
compensation for serving on any
committee or attending
Board or
committee meetings.
Our
Board and
Compensation Committee are best positioned to determine the appropriate factors to evaluate executive c
Compensation Committee are best positioned to determine the appropriate factors to evaluate executive
compensationcompensation.
The
Compensation Committee and the independent members of the
Board also evaluated the cost to us of these arrangements and the potential payout levels to each affected executive under various scenarios.
The
Compensation Committee of the Board of Directors determines the compensation for our executi
Compensation Committee of the
Board of Directors determines the
compensation for our executi
compensation for our executive officers.
Mr. Shea is well qualified to serve as a director due to his experience in public and private company governance and private equity, including his service on numerous corporate
boards and on audit and
compensation committees, including his experience with Hennessy I and Hennessy II.
In addition, the
Board has delegated oversight of certain categories of risk to the Audit and
Compensation Committees, which are comprised entirely of independent directors.
The
Board also considers input from the
Compensation Committee's compensation consultant, who reviews director pay levels at peer companies and provides feedback on where the Company is positioned relative t
Compensation Committee's
compensation consultant, who reviews director pay levels at peer companies and provides feedback on where the Company is positioned relative t
compensation consultant, who reviews director pay levels at peer companies and provides feedback on where the Company is positioned relative to its peers.
Independent directors comprise 85 % of the
Board and 100 % of the Audit, Directors and Corporate Governance and Executive
Compensation and Management Resources
Committees.
Additionally, adjusted EBITDA is a key financial measure used by the
compensation committee of our
board of directors in connection with the payment of bonuses to our executive officers.
> Maintenance of
Board Committees including Audit,
Compensation and Nominating and Corporate Governance
Committees, all comprised entirely of fully independent directors;
The
Board reviews the
committee's recommendations and determines the amount of director
compensation.
The
Board periodically evaluates the
compensation of our non-employee directors, including the recommendations of the Governance
Committee.
After reviewing the revised peer group director
compensation data in June 2009, the
committee 1) set pay for the new non-executive Chairman of the
Board, 2) increased the value of the annual equity award from $ 145,000 to $ 175,000, since the previous level of
compensation was deemed below the market median, and 3) changed the equity grant vehicle from 100 % restricted stock units (RSUs) to 50 % RSUs and 50 % outperformance stock units (OSUs) in order to more closely align with the equity package that Intel executives receive.
In addition, the
Board has three standing
committees — the Audit
Committee, the
Compensation Committee, and the Nominating and Corporate Governance
Committee, which are each further described below.
During 2015, none of our executive officers served on the
compensation committee or board of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committ
compensation committee or board of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committee
committee or
board of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committee or B
board of directors of another entity whose executive officer served on our Executive
Compensation and Management Resources Committ
Compensation and Management Resources
Committee Committee or
BoardBoard.
monitoring workforce management programs; establishing
compensation policies and practices for service on the
Board and its
committees, including annually reviewing the appropriate level of director
compensation and recommending to the
Board any changes to that
compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and its charter.
Joshua Bekenstein is a member of the
Board of Directors and a member of the Human Resources and
Compensation Committee and the Nominating and Governance
Committee.
Our
board of directors or our
compensation committee, in their sole discretion, may alter, suspend, or terminate the Bonus Plan, provided such action does not, without the consent of the participant, alter or impair the rights or obligations under any award already earned by such participant.
Mr. Kapadia serves on the
Board of Directors of Tower International and is the Chairman of the
Compensation Committee.
Nicholas Nomicos is a member of the
Board of Directors, a member of the Audit
Committee, and the Chair of the Human Resources and
Compensation Committee.
Awards under the Bonus Plan may be granted only to executive officers of the Company who are selected to participate in the Bonus Plan by the
compensation committee of the Company's Board of Directors (the «Committee
committee of the Company's
Board of Directors (the «
CommitteeCommittee»).
A 2001 survey by the NACD and Institutional Shareholder Services of 5,000 public company
boards shows that 99 % have audit
committees, and 91 % have
compensation committees.
In fact, the
boards followed most of the accepted standards for
board operations: Members showed up for meetings; they had lots of personal money invested in the company; audit
committees,
compensation committees, and codes of ethics were in place; the
boards weren't too small, too big, too old, or too young.
The
compensation committee is responsible for developing, reviewing and adhering to our
compensation philosophy and program, as well as reviewing and making recommendations to the
Board with respect to our employee benefit plans,
compensation and equity - based plans and
compensation of directors.
The decision to engage these other Marsh subsidiaries for these other services was made by management and was not approved by the
Board of Directors; however, the
compensation committee received periodic updates on the nature and scope of the services provided to the Company by the Marsh subsidiaries.