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The following sections describe each element of our direct compensation program in more detail.
Base Salary
Executive officers are paid a base salary that the Compensation Committee believes is competitive to attract
highly-qualified executive talent and to maintain a stable management team. Base salaries are generally reviewed
by the Compensation Committee as part of its annual compensation review and at the time of hiring, a promotion
or other change in responsibilities. Base salary levels for our executive officers are determined by the
Compensation Committee after considering our pay positioning strategy and a subjective evaluation of such
factors as the competitive environment, our financial performance, the executive's experience level and scope of
responsibility, and the overall need and desire to retain the executive in light of current performance, future
performance, future potential and the overall contribution of the executive. The Compensation Committee
exercises its judgment based on all of these factors in making its decisions. No specific formula is applied to
determine the weight of each criterion.
Semi-Annual Incentive Compensation
Our ICP formally links cash bonuses for executive officers and other participating employees to our semi-
annual financial performance. We believe that the ICP is a valuable component of our overall compensation
program because it assists us in achieving our compensation objective of motivating our executives to achieve
specified financial and non-financial goals that help to drive our overall financial performance. The ICP also
encourages accountability by rewarding executives based both on the actual financial performance achieved as
well as a subjective evaluation by the Compensation Committee of other discretionary factors such as individual
and business group performance.
The Compensation Committee establishes target bonus opportunities under the ICP for each executive
officer that are expressed as a percentage of the executive's base salary for the semi-annual performance period.
In establishing these target bonus opportunities, the Compensation Committee refers to our target pay positioning
strategy for short-term incentives and its own subjective evaluation of the executive's position and responsibility.
Shortly after the start of each semi-annual performance period, the Compensation Committee establishes
ICP achievement levels of specific operating and/or financial performance goals that correspond to payout
opportunities that range from 0% and 200% of the target bonus opportunity for executive officers. At the end of
the applicable performance period, the Compensation Committee determines the ICP achievement level for
executive officers based upon our performance against the goals established for the period. The Compensation
Committee may adjust the achievement percentage upward (subject to a cap of 200%) or downward in its
discretion based upon the recommendation of the Chief Executive Officer (other than for the Chief Executive
Officer's bonus) and a subjective evaluation of the company's performance as well as changes in the business
and industry that occur during the performance period and how well we and our executive officers were able to
adapt to those changes. The ICP achievement percentage, as adjusted by the Compensation Committee,
determines the overall funding level for bonus payments to our executives for the applicable semi-annual
performance period.
Actual bonus amounts to the executive officers for each semi-annual performance period under the ICP are
calculated by multiplying the executive's target semi-annual bonus opportunity by the plan funding percentage
approved by the Compensation Committee based on achievement of the applicable performance metrics, subject
to any individual adjustment approved by the Compensation Committee in its sole discretion based upon a
subjective evaluation of the executive's individual and business group performance.
Long-Term Incentive Compensation
Annual Long-Term Incentive Award Program.
Under our annual long-term incentive ("LTI") program, a
combination of stock options, RSUs and/or PSUs are generally granted on an annual basis to our executive
officers. The Compensation Committee has established annual LTI grant guidelines for each executive officer,
which are based on the individual's position level, are expressed as a percentage of annual salary and range from
a minimum, midpoint and maximum value. The annual LTI grant guidelines are reviewed and approved by the
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