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Elements of Our Executive Compensation Program
Our current executive compensation program consists of several elements. The following chart briefly
summarizes the general characteristics of each element of direct compensation, the compensation objectives we
believe the element helps us achieve and the Compensation Committee's target pay position for such element
based on the relevant composite market data. Actual pay for individual executive officers can and does vary from
our target pay positioning as discussed below.
Element of Direct
Compensation
Characteristics
Purpose
Target Pay Position
Base Salary . . . . . . . . . . . . . . . Fixed component. Annually
reviewed by Compensation
Committee and adjusted, if
and when appropriate.
To attract, develop, reward
and retain highly-qualified
executive talent and to
maintain a stable
management team. To
compensate executives for
sustained individual
performance.
Targeted at the median
based on composite market
data.
Semi-Annual Incentive
Compensation . . . . . . . . . . .
Performance-based semi-
annual cash bonus
opportunity. Payable based on
level of achievement of
Committee-approved semi-
annual company performance
goals.
To motivate executives to
achieve specified
performance goals. To
encourage accountability by
rewarding based on
performance. To attract,
develop, reward and retain
highly-qualified executive
talent.
Targeted at a level such that,
when added to base salary,
target total annual cash
compensation is between the
median and the 75
th
percentile based on
composite market data.
Long-Term Incentive
Compensation . . . . . . . . . . .
Performance-based long-term
component. Generally
granted annually in the form
of a combination of stock
options, RSUs and/or PSUs.
Amounts actually realized
under awards will vary based
on stock price appreciation
and, in the case of
performance vesting awards,
performance relative to
Committee-approved
performance goals.
To tie incentives to
performance of our common
stock over the long term. To
reinforce the linkage
between the interests of
stockholders and our
executives. In the case of
awards with performance-
based vesting conditions, to
motivate executives to
achieve specified
performance goals. To
attract, develop, reward and
retain highly-qualified
executive talent.
Targeted at a level such that,
when added to target total
annual cash compensation,
target total direct
compensation is between the
median and the 75
th
percentile based on
composite market data.
In addition to these elements of our direct compensation program, we also provide executives with relatively
minimal perquisites and certain other indirect benefits, including participation in certain post-employment
compensation arrangements. For a description of these other features of our compensation program, please refer
to the section below entitled "Other Features of our Executive Compensation Program."
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