Also
on the compensation committee is James Robinson III, who is a former CEO of American Express (AXP).
In the past year, it voted against 396 directors in the U.S. who served
on compensation committees.
He was
on the compensation committee when Mr. Wynn's pay was called into question in 2015.
Mr. Hagenbuch has served
on the compensation committee since 2013.
And because executives are invited to sit
on the compensation committees of other companies, it often works out this way — even if they don't have a personal relationship with the CEO they're evaluating.
From 2001 through 2015, he served as a director of IDEX Corporation (NYSE: IEX), a global industrial company with key growth platforms in Fluid Metering Technology and Health & Science Technology segments, where he chaired the Nominating and Corporate Governance Committee and Audit Committee and served
on the Compensation Committee.
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 Committee or Board.
Mr. Bekenstein serves as a director of Canada Goose Holdings Inc., BRP Inc., Bright Horizons Family Solutions Inc., and The Michaels Companies, Inc., and sits
on the compensation committee of some of those corporations.
Mr. Cook has served as a director of NIKE, Inc. since November 2005, where he has served on the Nominating and Corporate Governance Committee since September 2011 and
on the Compensation Committee since November 2005, including as Chair of the
Cotte sees it as a way for investors to let off steam that could actually benefit directors, especially
those on compensation committees.
Amongst other findings, the report states that factors that work against women partners include the lack of women
on compensation committees where bonuses and compensation criteria are set; the lack of transparency around compensation criteria; the lack of... [more]
He is currently serving a second term
on the compensation committee and is co-chair of the International Practice Group.
is binding
on the compensation committee in relation to its determination of whether there has been compensable loss.
Not exact matches
At the companies with the most overpaid CEOs, the 25 funds listed in the study went along whatever the
compensation committees recommended about 80 % of the time,
on average.
Pitcher serves
on the company's
compensation committee.
If you think your
compensation committee needs greater independence and expertise, bring
on a female
compensation consultant with 20 years experience who has done 50
compensation plans, including ones in your industry, with no ties to management, and then watch how things change for the better.
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.
Director Maria Elena Lagomasino, Chair of the
Compensation Committee, met directly with one large shareholder and also considered specific summarized feedback derived from major institutional shareholders of Coke (KO) on the issue of executive c
Compensation Committee, met directly with one large shareholder and also considered specific summarized feedback derived from major institutional shareholders of Coke (KO)
on the issue of executive
compensationcompensation.
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.
If IBM CEO Sam Palmisano (who sits
on Exxon's
compensation committee) gets a pay raise, that boosts the benchmark used to set Tillerson's pay.
But rather than actually change
compensation, bank
compensation committees generally relied
on workers inside the bank (i.e. risk management personnel) to bless their existing plans.
For one, it's not caused by CEOs explicitly colluding with their peers who sit
on their company's
compensation committees.
To be sure,
compensation committee members base their decisions
on the beliefs and desires of others, and that leaves a wide range of possible outcomes.
While we may be
on the cusp of change, most large company
compensation committee members don't have more than a surface understanding of how their decisions to squeeze worker pay affect the economy, their businesses, and the lives of the people who work at the companies they represent.
According to court documents, in their roles
on the Google
compensation committee, they discussed adjustments to
compensation for Google's employees.
2014 CEO
compensation was based
on the CMDS
Committee's assessment of Morgan Stanley's performance and shareholder returns as strong, with room for continued progress, and Mr. Gorman's individual performance as exceeding expectations.
Based
on performance assessments, the CEO attends a meeting of the
Compensation Committee held for the purpose of considering the individual executives» annual compensation and recommends the base salary and any incentive bonus awards or long - term incentive awards, if applicable, for each of the executive officers, including the named executi
Compensation Committee held for the purpose of considering the individual executives» annual
compensation and recommends the base salary and any incentive bonus awards or long - term incentive awards, if applicable, for each of the executive officers, including the named executi
compensation and recommends the base salary and any incentive bonus awards or long - term incentive awards, if applicable, for each of the executive officers, including the named executive officers.
Mr. Donatiello is a director of Dolby Laboratories (NYSE: DLB), where he chairs the
Compensation Committee and sits
on the Nominating and Governance and Technology Strategy
Committees.
Non-Employee Directors do not receive any other
compensation for serving
on any
committee or attending Board or
committee meetings.
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.
The
Committee has retained Cook & Co. as its
compensation consultant to advise the
Committee on market practices and specific IBM policies and programs.
IBM management, the
Compensation Committee and the Committee's outside consultant review IBM's compensation policies and practices, with a focus on incentive programs, to ensure that they do not encourage excessive
Compensation Committee and the
Committee's outside consultant review IBM's
compensation policies and practices, with a focus on incentive programs, to ensure that they do not encourage excessive
compensation policies and practices, with a focus
on incentive programs, to ensure that they do not encourage excessive risk taking.
The
Committee enters into a consulting agreement with its outside
compensation consultant
on an annual basis.
Throughout 2010, our senior management briefed our
Compensation Committee on relevant regulatory developments.
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.
Mr. Bell is well qualified to serve as director due to his experience in public and private company governance and accounting, including his service
on audit, nominating and corporate governance and
compensation committees, including his experience with Hennessy I and Hennessy II.
In the second half of fiscal 2017, when the
Committee evaluated our executive
compensation program and set fiscal 2018 base salaries and target bonus opportunities, the
compensation consultant provided a comparative analysis of our executive
compensation program based
on pay practices of the group of peer companies listed below (the «2018 Peer Group»).
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.
The surveys and benchmark data are supplemented by input from the
Compensation Committee's outside consultant
on factors such as recent market trends.
For its June 2007 meeting, the HRC asked F.W. Cook's designated representative, George B. Paulin, to report
on, and respond to HRC members» questions regarding a range of executive
compensation matters, including the Company's
compensation program and current trends, a comparison of Company and Peer Group
compensation amounts and structures, including stock option and restricted stock grant practices, recent stockholder initiatives
on compensation,
compensation committee procedures, the role of consultants, and regulatory activity.
See Danger Zone:
Compensation Committees for details on how these misaligned compensation incen
Compensation Committees for details
on how these misaligned
compensation incen
compensation incentives arise.
It also explains why the Human Resources
Committee (HRC) decided to pay each element of 2007 executive
compensation shown in the Summary Compensation Table on page 50 of this proxy statement based on these
compensation shown in the Summary
Compensation Table on page 50 of this proxy statement based on these
Compensation Table
on page 50 of this proxy statement based
on these objectives.
The
Compensation Committee believes that options to purchase shares of our common stock, with an exercise price equal to the market price of our common stock
on the date of grant, are inherently performance - based and are a very effective tool to motivate our executives to build stockholder value and reinforce our position as a growth company.
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.
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.
Prepare the
Compensation Committee Report
on our
Compensation Discussion and Analysis (CD&A) for inclusion in our annual proxy statement;
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.
This same mix of performance - based and time - based awards has been granted by the
Committee for the past several years and reflects HP's primary emphasis
on performance driven
compensation, with the time - based awards providing a measure of retention value, which is also an important component of the overall executive
compensation arrangement.
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.