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This excerpt taken from the GPS DEF 14A filed Apr 7, 2009. Compensation Analysis Framework The Committee reviews executive compensation at least annually. The Committee’s review includes base salary, annual incentives, long-term incentives and the value of benefits and perquisites. Each element is considered individually and in total using “tally sheets” prepared by management, which are intended to summarize all of the elements of total actual and potential compensation and wealth accumulation. The tally sheets present the dollar value of each compensation component, including accumulated vested and unvested long-term incentive gains and potential gains using stock price assumptions, vesting schedules for long-term incentive awards, accumulated deferred compensation and potential severance benefits. The Committee also uses a summary of compensation data covering other companies to support its analysis. The Committee selected a broad spectrum of retail and consumer products companies for purposes of comparing compensation levels (the “peer group”) because we have both recruited from and lost executive talent to these industries in the past. The peer group is generally reviewed by the Committee each year. The peer group used in 2008 was comprised of the following companies and was unchanged from 2007:
The majority of peer group companies provide compensation data through surveys conducted by Towers Perrin, a national consulting company. The surveys provide levels of base salary, annual incentives, and long-term incentives in a summarized form, and we believe that this data provides a reasonable indicator of total compensation values for the peer group. This data is supplemented by information obtained through proxy statement disclosures and other public sources. The Committee generally targets compensation within the range of compensation paid by the peer group, but compensation is not set to meet specific benchmarks or percentiles. The Committee uses the survey data as a frame of reference, along with the tally sheet data, when making compensation decisions. In conducting its analysis and determining compensation, the Committee also considers these factors:
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The Committee also considers management’s recommendations and advice from the Committee’s compensation consultant. Significant weight is placed on the recommendations of the CEO for compensation other than his own. The Committee also reviews the accounting and tax implications of each compensation element, and shareholder dilution in the case of equity awards. Our performance during fiscal 2008 was above our expectations, particularly in light of the difficult economic climate. In most cases, target levels for our annual and long-term incentive plans were exceeded. In addition, special stock unit grants were made to certain executives to recognize expanded responsibilities and to promote retention. As a result, when considering the annualized value of the special stock unit grants as well as long-term incentives granted to our CEO when he joined the Company, actual total compensation in fiscal 2008 was above the median of the peer group survey data. Analysis for each compensation component and the decisions made as a result of the analysis are described below. This excerpt taken from the GPS DEF 14A filed Apr 16, 2008. Compensation Analysis Framework The Committee reviews executive compensation at least annually. The Committee’s review includes base salary, annual incentives, long-term incentives and the value of benefits and perquisites. Each element is considered individually and in total using “tally sheets” prepared by management, which are intended to summarize all of the elements of total actual and potential compensation and wealth accumulation. The tally sheets present the dollar value of each compensation component, including accumulated vested and unvested long-term incentive gains and potential gains using assumed stock price assumptions, vesting schedules for long-term incentive awards, accumulated deferred compensation and potential severance benefits. The Committee also uses a summary of compensation data from other companies to support its analysis. The Committee selected a broad spectrum of retail and consumer products companies for purposes of comparing compensation levels (the “peer group”) because we have both recruited from and lost executive talent to these industries in the past. The peer group is generally reviewed by the Committee each year. The current peer group is comprised of the following companies:
The majority of peer group companies provide compensation data through surveys conducted by Towers Perrin, a national consulting company. This data is supplemented by information obtained through proxy statement disclosures and other public sources. The surveys provide levels of base salary, annual incentives, and long-term incentives in a summarized form, and we believe that this data provides a reasonable indicator of total compensation for the peer group. The Committee generally targets compensation within the range of compensation paid by the peer group, but compensation is not set to meet specific benchmarks or percentiles. The Committee uses the survey data as a frame of reference, along with the tally sheet data, when making compensation decisions. In conducting its analysis and determining compensation, the Committee also considers these factors:
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The Committee also considers management’s recommendations and advice from the Committee’s compensation consultant. Significant weight is placed on the recommendations of the CEO for compensation other than his own. The Committee also assesses the accounting and tax implications of each compensation element, and shareholder dilution in the case of equity awards. Our performance during fiscal 2007 was above our expectations and exceeded target levels for our annual and long-term incentive plans. In addition, substantial stock unit grants were made in February 2007 to retain key executives. As a result, when the value of these retention grants are considered, actual total compensation in fiscal 2007 was above the median of the peer group data. Analysis for each compensation component and the decisions made as a result of the analysis are described below. | EXCERPTS ON THIS PAGE:
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