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This excerpt taken from the F DEF 14A filed Apr 3, 2009. Elements of
Compensation
The table below lists the elements of our total compensation
program and why we provide these elements:
Each compensation element is supported by the philosophy,
objectives, and strategy discussed in the Executive Summary on
pp. 29-30.
In addition, the Committee awards cash, stock options,
restricted or unrestricted stock,
and/or
Restricted Stock Units to key executives when it deems it
appropriate for promotion, retention, recognition, or incentive
purposes. The special awards made during 2008, discussed in more
detail below, were performance-based (see “Equity-based
Compensation — C. Senior Executive Retention
Program” on p. 40).
To achieve our objectives and to support our business strategy,
compensation paid to our executives is structured to ensure that
there is an appropriate balance among the various forms of
compensation. The charts below show the various balances we
achieved compared to the balances achieved by the survey group:
As the charts indicate, cash compensation makes up a higher
percentage of our executives’ compensation than that of the
comparator group’s median. Furthermore, equity-based
compensation makes up a lower percentage of our executives’
compensation than that of the comparator group. We believe this
is reasonable and not unexpected given that we are in the midst
of our turnaround plan and our recent stock price performance.
Table of Contents
The Committee attempts to strike appropriate balances by
analyzing the competitive market for executive talent, our
business results and forecasts, and our key strategic goals for
the year. The Committee emphasized the accomplishment of
short-term goals to keep us on track on our restructuring plan.
Given the persistent adverse economic conditions that occurred
during 2008, we accelerated our turnaround plans. Despite these
efforts, we were forced to adjust our goal to return to North
American Automotive Operations profitability to 2011. Although
the Committee emphasized achievement of short-term objectives,
our equity-based incentive programs were also designed with
restriction periods in order to continue to focus executive
behavior on our longer-term interests and align their interests
with yours (see “Equity-Based Compensation” on pp.
34-41).
This excerpt taken from the F DEF 14A filed Apr 4, 2008. Elements of
Compensation
The table below lists the elements of our total compensation
program and why we provide these elements:
Each compensation element is supported by the objectives and
strategy discussed in the Executive Summary on pp. 29-30.
In addition, the Compensation Committee awards cash, stock
options, restricted or unrestricted stock,
and/or
Restricted Stock Units to key executives when it deems it
appropriate for promotion, retention, recognition, or incentive
purposes. The special awards made during 2007, discussed in more
detail below, were performance-based.
To achieve our objectives and to support our business strategy,
compensation paid to our executives is structured to ensure that
there is an appropriate balance among the various forms of
compensation. The charts below shows the various balances we
achieved compared to the balances achieved by the survey group:
Table of Contents
As the charts indicate, cash compensation makes up a higher
percentage of our Named Executives’ compensation than that
of the comparator group’s median. Furthermore, equity-based
compensation makes up a lower percentage of our Named
Executives’ compensation than that of the comparator group.
We believe this is reasonable and not unexpected given that we
are in the midst of our turnaround plan.
The Committee attempts to strike appropriate balances by
analyzing the competitive market for executive talent, our
business results and forecasts, and our key strategic goals for
the year. Given that we are in the midst of a turnaround
designed to return our North American Automotive Operations to
profitability by 2009, for 2007, the Committee emphasized the
accomplishment of short-term goals to keep us on track to
achieve that objective. Our equity-based programs, however, were
also designed with restriction periods in order to continue to
focus executive behavior on our longer-term interests and align
their interests with yours (see “Equity-Based
Compensation” on pp. 39-42.
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