EXECUTIVE COMPENSATION
Compensation elements from all proxy statement tables, including:
- Summary Compensation Table (SCT).
- Perquisites & benefits.
- Plan-based awards
- Pension and NQDC.
- Outstanding awards.
- Exercised options and vested stocks.
- Targeted compensation disclosed in CD&A, including:
- Agreement salary, future salary.
- STI % of salary and targeted STI.
- LTI % salary and targeted LTI.
- Incentive plan analysis, including:
- Incentive plan design
- STI plan design practices, including purpose of bonus awards, deferral and payout types.
- LTI plan design practices, including equity vehicles, purpose of awards, performance periods, post-performance vesting periods and payout types.
- STI & LTI performance metrics, including:
- Financial/Non-financial metrics.
- Metrics weightings.
- Corporate vs. business unit metrics.
- Circuit breaker and growth metrics.
- Thresholds, targets, maximums, and actual outcomes.
- Comprehensive analysis on perquisite prevalence and actual payments, as disclosed in SCT footnotes and CD&A.
- Stock ownership guidelines and retention policies
- CEO pay ratio.
DIRECTOR COMPENSATION
Director compensation plan, including:
- Cash retainer
- Board meeting fee
- Stock awards
- Stock options
- Deferred compensation
- All other compensation
- Total targeted compensation.
- Total actual compensation.
- Supplemental compensation for board leadership, including:
- Board chairman supplemental retainer
- Lead (or presiding) director supplemental retainer
- Supplemental compensation for board committee service, including:
- Audit committee chair and members
- Compensation committee chair and members
- Nominating/governance committee chair and members
- Other standing or special board committee chairs and members
- Other features of director compensation policy, including payment of equity in addition to cash retainer and election to receive compensation in stock or stock options)
- Stock ownership guidelines.
- Stock retention policies.
