Our primary focus in compensating executives is on the longer-term and performance-based elements of compensation. The table below shows our pay components, along with the role and factors for determining each pay component. The percentages are based on the average percentage among the NEOs.

Pay Component Role Determination Factors
Base Salary

  • Fixed portion of annual cash income
  • Value of role in competitive marketplace
  • Value of role to the Company
  • Skills and performance of individual compared to the market as well as others in the Company
Annual Incentive
(i.e., Pay-for-Results (“PfR”))

Payments to executives for annual PfR incentive purposes are made under the Stock Incentive Plan (the “Plan”)

  • Variable portion of annual cash income
  • Focus executives on annual objectives that support the long-term strategy and creation of value
  • Target awards based on competitive marketplace and level of position
  • Actual awards based on achievement against annual corporate, business unit, and individual goals
Long-term Incentives

  • Restricted Stock Units (“RSUs”)
  • Performance-Adjusted Restricted Stock Units (“PARSUs”)
  • Reinforce need for long-term sustained performance
  • Align interests of executives and stockholders, reflecting the time-horizon and risk to investors
  • Encourage equity ownership
  • Encourage retention
  • Target awards based on competitive marketplace, level of position, skills and performance of the executive
  • Actual values based on performance against corporate goals and total stockholder returns (“TSR”) performance
All others:
  • Benefits
  • Perquisites
  • Severance protection
  • Support the health and security of our executives and their ability to save on a tax-deferred basis
  • Enhance executive productivity
  • Competitive marketplace
  • Level of executive
  • Standards of best-in-class governance
  • Performance-based pay