Before the conference, Resolution F - 10 began with a sentence saying that the NEA «is opposed to the use of merit pay or
performance pay compensation systems.»
Not exact matches
«Regression analysis showed 17 CEOs with at least $ 20 million more in [2014]
compensation than they'd have garnered if their
pay had been aligned with
performance,» the report notes.
So the HP board used its own «
pay for
performance philosophy» to justify annual
compensation of over $ 15 million for Whitman for 2012.
Ultimately, if a
compensation committee does all or most of the above, shareholders will likely endorse a
pay - for -
performance plan.
Steve Seelig, senior regulatory advisor at benefits consulting firm Willis Towers Watson, said that, of three changes related to executive
compensation in the tax reform plan — the other two involve stock options and
performance - based
pay — it's the hit on tax - exempt executive
compensation that is the most significant.
To encourage boards to understand their companies» long - term needs, Wiseman also argues that directors should be
paid more and their
compensation linked to company
performance beyond their term on the board.
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.»
Barry Racey, AK Steel's public relations director, offered some explanation for Wainscott's
pay bump: «2014
compensation decisions were made early in the... year, and were largely based on 2013 company
performance.
The trigger for the latest Redstone family feud, according to several sources, was a dispute over corporate governance issues — such as Shari's effort to more closely tie executive
compensation to
performance — at Viacom (viab) and CBS (cbs), a media empire that encompasses MTV, the CBS broadcast network, the Paramount film studio and the
pay - TV channel Showtime.
Stronach's own
compensation has proved less popular over the years: Magna bought him out for $ 870 million in 2010 and continued to
pay him mid-eight figures in consulting fees and
performance bonuses for the following four years.
Crescent Point says its board of directors has added a drilling rate - of - return metric to its
pay - for -
performance plan to «incorporate feedback and further align
compensation with returns and capital allocation.»
No employer shall «discriminate between the sexes in the payment of wages for work of comparable character, the
performance of which requires comparable skills» or «
pay wages or other
compensation to any employee at a rate greater than that at which the employer
pays wages to employees of a protected class for work of comparable character»
Paying a significant portion of variable
compensation to our senior employees in the form of equity - based
compensation that delivers over time and is subject to forfeiture or recapture encourages a long - term, firmwide focus because its value is realized through long - term responsible behavior and the financial
performance of our firm.
Outrage over the financial crisis, coupled with the perception that Wall Street executives»
performances have not justified their
pay, led to legislative efforts aimed at curbing executive
pay,
compensation - related shareholder lawsuits and a tremendous amount of negative press coverage.
As discussed in the CD&A under «
Compensation Components» and «Achieving Compensation Objectives — Pay for Performance,» we have provided incentive compensation in the form of an annual cash incentive award based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockh
Compensation Components» and «Achieving
Compensation Objectives — Pay for Performance,» we have provided incentive compensation in the form of an annual cash incentive award based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockh
Compensation Objectives —
Pay for
Performance,» we have provided incentive compensation in the form of an annual cash incentive award based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockho
Performance,» we have provided incentive
compensation in the form of an annual cash incentive award based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockh
compensation in the form of an annual cash incentive award based on Company, business line and individual qualitative
performance results for each fiscal year, and long - term incentive compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockho
performance results for each fiscal year, and long - term incentive
compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockh
compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockholder value.
The GNC uses the same Peer Group for this purpose as used by the HRC to determine competitive
pay for named executives (see «Peer Group for
Compensation and
Performance» in the CD&A below).
Prior to his resignation, Mr. Hurd was actively engaged in setting
compensation for other executives through a variety of means, including recommending for Committee approval the financial
performance goals and the annual variable
pay amounts for his executive team.
Among HP's peer group companies, HP executives have a higher percentage of
performance - based
pay, which generally means smaller bonuses and lower overall
compensation in years of low
performance and higher bonuses and long - term incentive payouts in years of exceptional
performance, reflective of the
performance achieved.
Annual Incentive Plan targets and
performance goals are approved at the
Compensation Committee meeting shortly after the commencement of the applicable
performance period, the intent of which is to ensure compliance with Section 162 (m) of the Code regarding
performance - based
pay.
Under Section 162 (m), the amount of
compensation earned by the Chief Executive Officer, and any executive whose
compensation is required to be reported to stockholders by reason of such executive being among the three other most highly -
paid executive officers of the Company (excluding the Chief Financial Officer) in the year for which a deduction is claimed by the Company (including its subsidiaries) is limited to $ 1 million per person, except that
compensation that is
performance - based will be excluded for purposes of calculating the amount of
compensation subject to the $ 1 million limitation.
As in 2010, the HRC awarded named executives a combination of
compensation composed of a high percentage of
performance - based
pay, predominantly in long - term equity
compensation.
The Company has structured the Bonus Plan so that any
compensation paid pursuant to the Bonus Plan is intended to be «
performance - based
compensation» within the meaning of Section 162 (m) of the Code.
Total
Compensation: In aggregate, the key elements of compensation below provide for an emphasis on performance and at - risk pay, with a significant upside based on exceptional Company and individual
Compensation: In aggregate, the key elements of
compensation below provide for an emphasis on performance and at - risk pay, with a significant upside based on exceptional Company and individual
compensation below provide for an emphasis on
performance and at - risk
pay, with a significant upside based on exceptional Company and individual
performance.
The CNGC's independent consultant attends and participates in CNGC meetings at which executive
compensation matters are considered, and performs analyses for the CNGC at the CNGC's request, including benchmarking, realizable
pay analyses, analyses of the correlation between
performance measures and shareholder return, and assessments of the difficulty of attaining
performance goals.
In 1992, Congress changed the tax code to curb rising executive
pay and encourage
performance - based
compensation.
Companies should give CEOs share units less often and stop
paying them with stock options to motivate better long - term
performance and minimize the role of luck in
compensation payouts, a new report argues.
on a pro forma basis, giving effect to (i) the automatic conversion of all of our outstanding shares of convertible preferred stock other than Series FP preferred stock into shares of Class B common stock and the conversion of Series FP preferred stock into shares of Class C common stock in connection with our initial public offering, (ii) stock - based
compensation expense of approximately $ 1.1 billion associated with outstanding RSUs subject to a
performance condition for which the service - based vesting condition was satisfied as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with a qualifying initial public offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional
paid - in capital of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per share, which is the fair value of our common stock as of December 31, 2016, as we intend to issue shares of Class A common stock and Class B common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million shares of Class A common stock and 5.5 million shares of Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
Because of the limitations of Internal Revenue Code Section 162 (m), we generally receive a federal income tax deduction for
compensation paid to our chief executive officer and to certain other highly compensated officers only if the
compensation is less than $ 1,000,000 per person during any fiscal year or is «
performance - based» under Code Section 162 (m).
The pro forma consolidated balance sheet data gives effect to (i) the automatic conversion of all of our outstanding shares of convertible preferred stock other than Series FP preferred stock into shares of Class B common stock and the conversion of Series FP preferred stock into shares of Class C common stock in connection with our initial public offering, (ii) stock - based
compensation expense of approximately $ 1.1 billion associated with outstanding RSUs subject to a
performance condition for which the service - based vesting condition was satisfied as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with this offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional
paid - in capital of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per share, which is the fair value of our common stock as of December 31, 2016, as we intend to issue shares of Class A common stock and Class B common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million shares of Class A common stock and 5.5 million shares of Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
Section 162 (m) of the Code imposes a $ 1.0 million cap on the
compensation deduction that a public company may take in respect of
compensation paid to our «covered employees» (which includes our Chief Executive Officer and our next three most highly compensated employees other than our Chief Financial Officer), but excludes from the calculation of amounts subject to this limitation any amounts that constitute «qualified
performance - based
compensation,» or «QPBC,» within the meaning of Section 162 (m) of the Code.
The risk assessment process included, among other things, a review of (i) all key incentive
compensation plans to ensure that they are aligned with our
pay - for -
performance philosophy and include
performance metrics that meet and support corporate goals, and (ii) the overall
compensation mix to ensure an appropriate balance between fixed and variable
pay components and between short - term and long - term incentives.
This policy allows the Company to recover incentive
compensation paid to any executive officer on the basis of having met or exceeded
performance goals if that
performance was due to fraud or other intentional misconduct.
While we can not predict how the deductibility limit may impact our
compensation program in future years, we intend to maintain an approach to executive
compensation that strongly links
pay to
performance.
Consistent with our
pay - for -
performance philosophy and reflecting FedEx's below - plan financial
performance during fiscal 2014, the payouts under our annual incentive
compensation («AIC») program were below target.
Based on the limitations imposed by Code Section 162 (m), we generally may receive a federal income tax deduction for
compensation paid to our Chief Executive Officer and to certain of our other highly compensated officers only if the
compensation is less than $ 1,000,000 per person during any year or is «
performance - based» under Code Section 162 (m).
The HRC's use of the independent
compensation consultant reflects the Compensation Principles of attracting and retaining highly qualified individuals with competitive compensation and paying for
compensation consultant reflects the
Compensation Principles of attracting and retaining highly qualified individuals with competitive compensation and paying for
Compensation Principles of attracting and retaining highly qualified individuals with competitive
compensation and paying for
compensation and
paying for
performance.
Accordingly, we believe that there should be a strong relationship between
pay and corporate
performance (both financial results and stock price), and our executive
compensation program reflects this belief.
Below is an overview of Glass Lewis» approach to analyzing
compensation proposals in the United States, with separate sections covering say - on -
pay analysis,
pay - for -
performance analysis, and our analysis of equity - based
compensation plans.
The relationship between relative executive
compensation and relative
performance is the basis of the
pay - for -
performance model.
This relationship between relative executive
compensation and relative
performance is the basis of Glass Lewis» proprietary
pay - for -
performance model.
He is the author, with Lucian Bebchuk, of
Pay without
Performance: the Unfulfilled Promise of Executive
Compensation (Harvard University Press, 2004).
A: The
pay - for -
performance model measures the company's weighted average executive
compensation percentile rank for its top five executive officers against the company's weighted average
performance percentile rank within a group of 15 peer companies.
A: Glass Lewis Realizable
Pay is calculated over a three - year period and includes: actual salary received; actual incentive cash granted and earned; the intrinsic value of time - vesting equity granted; the intrinsic value of
performance - based equity granted and earned; and all other
compensation paid.
Glass Lewis» approach to say - on -
pay has two main components: (i) a qualitative assessment of the structure of a company's
compensation program and the accompanying disclosure; and (ii) a quantitative assessment reflected in our
pay - for -
performance grade.
Other
performance - based
compensation plans should not be overlooked, as executive
pay tied to
performance objectives has become common practice over the years.
The
compensation study also found that as index fund ownership of a company rose, the
pay of top executives was more closely tied to the
performance of the industry than that of their own company.
Analysis — Analysis of Elements of Fiscal 2012 Executive
Compensation — Long - Term Incentive
Pay —
Performance - Based Restricted Units.»
The
Compensation Committee firmly believes in pay - for - performance and has therefore structured executive compensation so that over 90 % of Mr. Iger's compensation (and over 80 % of the compensation of other named executive officers) depends on the Company's financial results and the performance of D
Compensation Committee firmly believes in
pay - for -
performance and has therefore structured executive
compensation so that over 90 % of Mr. Iger's compensation (and over 80 % of the compensation of other named executive officers) depends on the Company's financial results and the performance of D
compensation so that over 90 % of Mr. Iger's
compensation (and over 80 % of the compensation of other named executive officers) depends on the Company's financial results and the performance of D
compensation (and over 80 % of the
compensation of other named executive officers) depends on the Company's financial results and the performance of D
compensation of other named executive officers) depends on the Company's financial results and the
performance of Disney stock.
Annual incentive
compensation and a portion of
performance - based restricted units focus on short - term
performance while the balance of
performance - based restricted units and the other components of
performance - based
pay are tied to achievement of financial targets and stock price
performance over a longer period of time.
In accordance with the terms of the Executive Bonus Plan, each year the
Compensation Committee assigns each participant a target award cash bonus opportunity and establishes the financial
performance measure or measures and related target levels that must be achieved before an award actually will be
paid to the participant for that year.