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This excerpt taken from the GIS DEF 14A filed Aug 10, 2009. CEO Performance
and Compensation
In fiscal 2009, the compensation committee recommended and the
board of directors approved the annual incentive and stock
awards for Mr. Powell, the company’s Chairman and
Chief Executive Officer, consistent with the methods used for
other senior executives. In determining Mr. Powell’s
individual performance and annual incentive award, the
compensation committee evaluated his performance by soliciting
written feedback from all non-employee directors and
subsequently discussing the consolidated input with all
non-employee directors in executive session. The criteria
utilized to determine Mr. Powell’s performance
included the company’s financial and operational
performance for fiscal 2009, the overall level of leadership he
provided, and his continued ability to develop and implement
strategies to enhance stockholder value. The compensation
committee also considered Mr. Powell’s performance
against his pre-established fiscal year objectives in a number
of additional areas such as brand building, key customer
initiatives, international expansion, marketplace innovation,
productivity improvement, organizational development, and
stockholder relations.
Table of Contents
Consistent with all company officers, Mr. Powell did not
receive a merit increase in July 2009. Based on the annual
assessment of his performance by the board of directors, the
compensation committee and full board of directors approved a
fiscal 2009 annual incentive payment to Mr. Powell of
$1,910,770 in cash and 13,038 restricted stock units requiring a
matching investment, and a long-term incentive award of 53,662
restricted stock units and 268,306 stock options. The annual and
long-term incentive awards were based on the Corporate
Performance Rating of 1.77 and, therefore, the stock awards
include an upward adjustment of 27%.
In fiscal 2009, the accounting expense listed for
Mr. Powell’s “Stock Awards” and “Option
Awards” and his “Total Compensation” in the
Summary Compensation Table increased substantially from prior
years, because he became eligible for early retirement, and to a
lesser extent because of year-to-year increases in salary and
awards due to promotion and performance. In accordance with
SFAS 123R, the entire value of awards to
retirement-eligible individuals that would vest on retirement is
expensed at grant rather than over the vesting period of the
awards. Mr. Powell’s Change in Pension Value was
driven primarily by a year-to-year increase in salary, along
with an additional year of age and service.
Mr. Powell was promoted to Chairman and Chief Executive
Officer in fiscal 2008. Based on the most recent proxy analysis
conducted by the independent compensation consultant,
Mr. Powell’s total direct compensation for fiscal 2009
is positioned between the 25th percentile and median of
chief executive officer compensation for peer group consumer
products companies. The relative positioning of each pay element
for Mr. Powell is as follows:
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