The Compensation Committee determined that modest increases to the Named Executive Officers» base salaries would assist with retention of those officers.
Mr. Schiller's target bonus level remained at 100 % in 2014, but the Talent and
Compensation Committee determined that, given his extraordinary level of commitment and
Because the modification poses only downside risk,
the Compensation Committee determined that a portion of the original grant should vest earlier than originally scheduled.
The goals may be on the basis of any factors
our compensation committee determines relevant, and may be on an individual, divisional, business unit, or company - wide basis.
Not exact matches
If Exxon's
compensation committee wishes to really enforce longer term views, they must not only do it in the time horizons over which pay is doled out but also in the time horizons of the metrics used to
determine pay itself.
The Plan permits grants of the following types of incentive awards subject to such terms and conditions as the Leadership Development and
Compensation Committee shall
determine, consistent with the terms of the Plan: (1) stock options, including stock options intended to qualify as ISOs, (2) other stock - based awards, including in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share - denominated performance units, and (3) cash awards.
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 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.
The
committee considers, adopts, reviews, and revises executive officer
compensation plans, programs, and guidelines, and reviews and
determines all components of each executive officer's
compensation.
The
Compensation Committee takes our CEO's general input into consideration when determining and approving executive officer compensation, including for the NEOs other t
Compensation Committee takes our CEO's general input into consideration when
determining and approving executive officer
compensation, including for the NEOs other t
compensation, including for the NEOs other than the CEO.
The
Compensation Committee also considered that the annual cash incentive plan already incentivizes performance on three key Company - specific financial measures, and the importance of emphasizing holistic Company performance, as opposed to an isolated metric; the importance of setting a sufficiently difficult target for maximum payout; the benefit of a large and objectively
determined performance comparator group; and the overarching goal of an incentive clearly and directly aligned with stockholder interests.
Our
Compensation Committee, which is comprised of all of our independent directors, determined the 2010 compensation of Mr. Blankfein, our CEO, Mr. Cohn, our President and Chief Operating Officer (COO), David A. Viniar, our CFO, J. Michael Evans, a Vice Chairman, Global Head of Growth Markets and Chairman of Goldman Sachs Asia, and John S. Weinberg, a Vice Chairman and Co-Head of Investment Banking (collectively, our Named Executive Officers
Compensation Committee, which is comprised of all of our independent directors,
determined the 2010
compensation of Mr. Blankfein, our CEO, Mr. Cohn, our President and Chief Operating Officer (COO), David A. Viniar, our CFO, J. Michael Evans, a Vice Chairman, Global Head of Growth Markets and Chairman of Goldman Sachs Asia, and John S. Weinberg, a Vice Chairman and Co-Head of Investment Banking (collectively, our Named Executive Officers
compensation of Mr. Blankfein, our CEO, Mr. Cohn, our President and Chief Operating Officer (COO), David A. Viniar, our CFO, J. Michael Evans, a Vice Chairman, Global Head of Growth Markets and Chairman of Goldman Sachs Asia, and John S. Weinberg, a Vice Chairman and Co-Head of Investment Banking (collectively, our Named Executive Officers (NEOs)-RRB-.
The
Committee has the direct responsibility to review and approve the corporate goals and objectives relevant to the Chairman and CEO's
compensation, evaluate her performance in light of those goals and objectives and, together with the other independent directors,
determine and approve the Chairman and CEO's
compensation level based on this evaluation.
The Board reviews the
committee's recommendations and
determines the amount of director
compensation.
The
Compensation Committee administers the Kokua Bonus Plan with respect to our executive officers and
determines the amounts of any awards under this plan to our executive officers.
The chair of the
Compensation Committee works directly with the Committee's compensation consultant, Frederic W. Cook & Co. (Cook & Co.), to provide a decision - making framework for use by the Committee in determining incentive plan payouts and setting target compensation opportunities for the Chair
Compensation Committee works directly with the
Committee's
compensation consultant, Frederic W. Cook & Co. (Cook & Co.), to provide a decision - making framework for use by the Committee in determining incentive plan payouts and setting target compensation opportunities for the Chair
compensation consultant, Frederic W. Cook & Co. (Cook & Co.), to provide a decision - making framework for use by the
Committee in
determining incentive plan payouts and setting target
compensation opportunities for the Chair
compensation opportunities for the Chairman and CEO.
For 2011, our
compensation committee will evaluate and
determine whether to adopt a cash incentive plan for executives, including
determining any corporate and individual performance objectives.
Under the Bonus Plan, our
compensation committee, in its sole discretion,
determines the performance goals applicable to awards, which goals may include, without limitation: attainment of research and development milestones, sales bookings, business divestitures and acquisitions, cash flow, cash position, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per share, net income, net profit, net sales, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, product defect measures, product release timelines, productivity, profit, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total stockholder return, working capital, and individual objectives such as MBOs, peer reviews, or other subjective or objective criteria.
compensation committees be composed of fully independent directors, as
determined pursuant to new independence requirements;
Other specific duties and responsibilities of the HR and
Compensation Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer compensation, evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commi
Compensation Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer
compensation, evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commi
compensation, evaluating performance and
determining the
compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commi
compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive
compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commi
compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commitment by HP;
At the end of each year, the
Committee determines compensation by assessing performance against these financial targets, as well as in light of HP's performance relative to its peers on other financial and non-financial factors and unusual or extraordinary events.
Further, the
Compensation Committee uses its discretion and judgment, taking into consideration competitive market data, Company and executive performance and relative internal positioning to
determine the actual long - term incentive award for the individual NEOs.
Our
compensation committee may award restricted shares of our common stock and restricted stock units to participants subject to such conditions and restrictions as it may
determine.
Our
compensation committee may award stock appreciation rights subject to such conditions and restrictions as it may
determine.
In
determining the
compensation of our named executive officers other than our Chief Executive Officer, the
compensation committee receives input from our Chief Executive Officer and Executive Vice President of Human Resources with respect to appropriate base salary levels and short - term and long - term incentive awards for such officers.
The
Compensation Committee considers target award levels, affordable annual share usage and overall stockholder dilution when
determining the size of each NEO's long - term incentive award.
It is the intent of the Company that Options and stock appreciation rights granted to Covered Employees and other Incentive Awards designated as Incentive Awards to Covered Employees subject to Section 8 shall constitute qualified «performance - based
compensation» within the meaning of Code Section 162 (m) and regulations thereunder, unless otherwise
determined by the
Committee at the time of allocation of an Incentive Award.
The
Compensation Committee also takes into account our internal financial business plan as approved by the Board in
determining our performance targets for incentive plans and to assess appropriate payout levels for performance.
As of this filing, Compensia has assisted the
Compensation Committee in determining appropriate equity grants to our CEO and non-employee director c
Compensation Committee in
determining appropriate equity grants to our CEO and non-employee director
compensationcompensation.
Notwithstanding the foregoing, we may pay bonuses (including, without limitation, discretionary bonuses) to participants under the Executive Bonus Plan based upon such other terms and conditions as our
compensation committee may in its sole discretion
determine.
The
compensation consultant (s), outside counsel and any other advisors retained by, or providing advice to, the
Committee (other than the Company's in - house counsel) shall be independent as
determined in the discretion of the
Committee after considering the factors specified in the Rules of The Nasdaq Stock Market, Inc..
The
Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other
Committee shall receive appropriate funding from the Company, as
determined by the
Committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other
Committee in its capacity as a
committee of the Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other
committee of the Board, for the payment of
compensation to its
compensation consultants, outside legal counsel and any other advisors.
In addition, no participant will be permitted to purchase more than 2,500 shares of our Class A common stock during any one purchase period or a lesser amount
determined by our
compensation committee.
In
determining the long - term incentive component of CEO
compensation, the
Committee shall consider, among other factors, the Company's performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, the awards given to the CEO in past years, and other factors considered relevant by the
Committee.
The board and the talent and
compensation committee, based on recommendations of the Ad Hoc Committee, have determined that the deficient control environment, among other things, would impact executive compensation decisions with respect to 2015 compensation for certain members of senior ma
committee, based on recommendations of the Ad Hoc
Committee, have determined that the deficient control environment, among other things, would impact executive compensation decisions with respect to 2015 compensation for certain members of senior ma
Committee, have
determined that the deficient control environment, among other things, would impact executive
compensation decisions with respect to 2015
compensation for certain members of senior management.
Towers Watson advised our
compensation committee in
determining 2010 base salaries and bonus targets for some of our executives.
Finally, F.W. Cook provided general observations in connection with the
Compensation Committee's consideration of the proposed Apple Inc. 2014 Employee Stock Plan, but it did not
determine or recommend any specific share limits for the plan.
The Chairman of the Board, President and Chief Executive Officer, who attends most meetings of the
Compensation Committee by invitation of the Committee's chairman, assists the Committee in determining the compensation of all other executive officers by, among o
Compensation Committee by invitation of the
Committee's chairman, assists the
Committee in
determining the
compensation of all other executive officers by, among o
compensation of all other executive officers by, among other things:
that the
compensation of our executive officers be
determined, or recommended to the board of directors for determination, by majority vote of the independent directors or by a
compensation committee comprised solely of independent directors; and
In
determining the size of equity grants to our executives, our
compensation committee has historically considered our corporate performance, the applicable executive's performance and potential for enhancing the creation of value for our stockholders, the amount of equity previously awarded to the executive and the vesting of such awards, the executive's position and, in the case of awards to executive officers other than our chief
When granting restricted stock, the
Compensation Committee first
determines the total target value of the award and then approves the delivery of that value in two components: restricted shares and cash payment of taxes due.
Among other factors, the Talent and
Compensation Committee considers the level of representation of women in executive officer and managerial positions when making appointments and considering succession planning; however, the Company does not have a specific target number or date by which to achieve a specific number of women, as it considers a multitude of factors in
determining the best person for any position.
For 2014, the Talent and
Compensation Committee, after certain adjustments,
determined that the corporate financial targets under our annual incentive cash bonus program were achieved at above - target levels and that the Company achieved all of the stretch goals related to the corporate strategic objectives under such plan.
Other specific duties and responsibilities of the HR and
Compensation Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer compensation and evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; 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
Compensation Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer
compensation and evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; 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
compensation and evaluating performance and
determining the
compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; 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
compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive
compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; 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
compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; 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
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
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
compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and its charter.
reviewing and approving the linkage of corporate goals and objectives to the
compensation of our CEO, evaluating the CEO's performance in light of those goals and objectives, and (either as a committee or together with the other independent Directors who satisfy the independence, «non-employee» and «outside director» requirements under the Talent and Compensation Committee Charter) determining and approving the compensation of the CEO based on such
compensation of our CEO, evaluating the CEO's performance in light of those goals and objectives, and (either as a
committee or together with the other independent Directors who satisfy the independence, «non-employee» and «outside director» requirements under the Talent and Compensation Committee Charter) determining and approving the compensation of the CEO based on such ev
committee or together with the other independent Directors who satisfy the independence, «non-employee» and «outside director» requirements under the Talent and
Compensation Committee Charter) determining and approving the compensation of the CEO based on such
Compensation Committee Charter) determining and approving the compensation of the CEO based on such ev
Committee Charter)
determining and approving the
compensation of the CEO based on such
compensation of the CEO based on such evaluation;
The
Compensation Committee administers the Kokua Bonus Plan with respect to the Company's executive officers and
determines the amounts of any awards under this plan to the Company's executive officers.
Additional information on the
Committee's processes and procedures for considering and
determining executive
compensation is contained in the «Compensation Discussion and Analysis» section of this Prox
compensation is contained in the «
Compensation Discussion and Analysis» section of this Prox
Compensation Discussion and Analysis» section of this Proxy Statement.
The
Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer, evaluating the performance of the Chief Executive Officer and, either as a committee or together with the other independent members of the Board, determining and approving the compensation level for the Chief Execut
Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer, evaluating the performance of the Chief Executive Officer and, either as a committee or together with the other independent members of the Board, determining and approving the compensation level for the Chief Executive
Committee is responsible for reviewing and approving corporate goals and objectives relevant to the
compensation of the Company's Chief Executive Officer, evaluating the performance of the Chief Executive Officer and, either as a committee or together with the other independent members of the Board, determining and approving the compensation level for the Chief Execut
compensation of the Company's Chief Executive Officer, evaluating the performance of the Chief Executive Officer and, either as a
committee or together with the other independent members of the Board, determining and approving the compensation level for the Chief Executive
committee or together with the other independent members of the Board,
determining and approving the
compensation level for the Chief Execut
compensation level for the Chief Executive Officer.
The
Compensation Committee has
determined that the work resulting from Compensia's engagement did not raise any conflicts of interest.
A Premier League
Compensation Committee would be formed, and they would be the ones who
determine a suitable amount.