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GOOG » Topics » Leadership Development and Compensation Committee

This excerpt taken from the GOOG DEF 14A filed Mar 24, 2009.

Leadership Development and Compensation Committee

The purpose of our Leadership Development and Compensation Committee (the “LDC Committee”) is to oversee Google’s compensation programs. The LDC Committee may form and delegate authority to

 

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subcommittees or, with respect to compensation for employees and consultants who are not Google officers for purposes of Section 16 of the Exchange Act, to Google officers, in either instance as the LDC Committee determines appropriate. The LDC Committee’s responsibilities include:

 

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Reviewing and approving Google’s general compensation strategy.

 

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Establishing annual and long-term performance goals for Google’s CEO and other executive officers.

 

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Conducting and reviewing with the board of directors an annual evaluation of the performance of the CEO and other executive officers of Google.

 

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Evaluating the competitiveness of the compensation of the CEO and the other executive officers.

 

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Reviewing and making recommendations to the board of directors regarding the salary, bonuses, equity awards, perquisites and other compensation and benefit plans for the CEO.

 

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Reviewing and approving all salaries, bonuses, equity awards, perquisites and other compensation and benefit plans for the other executive officers of Google.

 

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Reviewing and approving the terms of any offer letters, employment agreements, termination agreements or arrangements, change-in-control agreements, indemnification agreements and other material agreements between Google and its executive officers.

 

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Acting as the administering committee for Google’s stock and bonus plans and for any equity or cash compensation arrangements that may be adopted by Google from time to time.

 

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Providing oversight for Google’s overall compensation plans and benefit programs, monitoring trends in executive and overall compensation and making recommendations to the board of directors with respect to improvements to such plans and programs or the adoption of new plans and programs.

 

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Reviewing and approving compensation programs as well as salaries, fees, bonuses and equity awards for non-employee members of the board of directors.

 

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Reviewing plans for the development, retention and succession of executive officers of Google.

 

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Reviewing executive education and development programs.

 

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Monitoring total equity usage for compensation and establishing appropriate equity dilution levels.

 

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Reporting regularly to the board of directors on the committee’s activities.

 

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Reviewing and discussing with management the annual Compensation Discussion and Analysis (CD&A) disclosure regarding named executive officer compensation and, based on this review and discussions, making a recommendation to include the CD&A disclosure in Google’s annual public filings.

 

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Preparing and approving the annual LDC Committee Report to be included in Google’s annual public filings.

 

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Performing a review, at least annually, of the performance of the committee and its members and reporting to the board of directors on the results of this review.

 

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Investigating any matter brought to its attention, with full access to all Google books, records, facilities and employees and obtaining advice, reports or opinions from internal or external counsel and expert advisors in order to help it perform its responsibilities.

During 2008, the LDC Committee held six meetings and acted by written consent 16 times. Our LDC Committee currently consists of Arthur D. Levinson and Paul S. Otellini, each of whom is a non-employee member of our board of directors. Our LDC Committee does not have a chairperson. Each member of our LDC Committee

 

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is an “outside” director as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and a “non-employee” director within the meaning of Rule 16b-3 of the Exchange Act. Our board of directors has determined that each of the directors serving on our LDC Committee is independent as defined in the Marketplace Rules of NASDAQ.

The CD&A included in this proxy statement includes additional information regarding the LDC Committee’s processes and procedures for considering and determining executive officer compensation.

The charter of the LDC Committee was amended on July 8, 2008 and a copy of the amended charter is attached hereto as Appendix B and is also available at investor.google.com/committee_leadership.html. A free printed copy is available to any stockholder who requests it by following the instructions on page 10.

This excerpt taken from the GOOG DEF 14A filed Mar 25, 2008.

Leadership Development and Compensation Committee

The purpose of our Leadership Development and Compensation Committee (the “LDC Committee”) is to review employee compensation policies and programs as well as the compensation of the chief executive officer and other executive officers of Google, and recommend to the board of directors a compensation program for outside members of the board of directors. The LDC Committee may form and delegate authority to subcommittees or, with respect to compensation for employees and consultants who are not Google officers for purposes of Section 16 of the Exchange Act, to Google officers, in either instance as the LDC Committee determines appropriate. The LDC Committee’s responsibilities include:

 

  •  

Reviewing plans for the development, retention and replacement of executive officers of Google.

 

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Annually reviewing executive succession plans.

 

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Reviewing executive education and development programs.

 

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Reviewing recruitment and retention performance and programs.

 

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Reviewing annually with the board of directors the performance of Google’s chief executive officer.

 

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Reviewing and approving performance goals for Google’s executive officers.

 

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Evaluating the competitiveness of the compensation of the chief executive officer and the other executive officers, and of Google’s overall compensation plan.

 

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Reviewing and recommending to the board of directors the approval of all compensation and benefit plans for the chief executive officer and other executive officers of Google. In advance of approval of incentive compensation awards or changes to base salary, the committee will review the executive officer’s performance against Google’s performance and individual goals.

 

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Reviewing and recommending to the board of directors compensation programs for outside directors.

 

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Reviewing and approving individual compensation packages of Google employees and consultants to the extent such authority is delegated to it from the board of directors.

 

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Reviewing and approving the terms of the offer letters, employment agreements, severance agreements, change-in-control agreements, indemnification agreements and other material agreements between Google and its executive officers.

 

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Reviewing and approving policies and procedures relating to the perquisites and expense accounts of Google’s executive officers.

 

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Providing oversight of Google’s overall compensation plans and benefit programs (including reviewing Google’s overall employee compensation philosophy, reviewing the budget and structure of employee variable cash compensation plans, reviewing the budget and structure of employee equity compensation plans and administering Google’s stock plans), and making recommendations to the board of directors with respect to improvements to such plans or the adoption of new plans.

 

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Monitoring total equity usage for compensation and making recommendations to the board of directors regarding appropriate equity dilution levels.

 

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Reporting regularly to the board of directors with respect to (i) those matters that are relevant to the committee’s discharge of its responsibilities and (ii) recommendations that the committee may deem necessary or appropriate.

 

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Reviewing and discussing with management the annual Compensation Discussion and Analysis (“CD&A”) disclosure regarding named executive officer compensation and, based on this review and the related discussions, recommending whether Google include the CD&A in Google’s annual report on Form 10-K and annual proxy statement.

 

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Creating and approving an annual Leadership Development and Compensation Committee Report to be included in Google’s annual report on Form 10-K and annual proxy statement.

 

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Performing a review and evaluation, at least annually, of the performance of the committee and its members.

 

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Investigating any matter brought to the committee’s attention, with full access to all Google books, records, facilities and employees, and authority to retain independent counsel or other experts and advisors, with funding sufficient for this purpose.

During 2007, the LDC Committee held five meetings and acted by written consent once. On May 10, 2007, immediately after our 2007 annual meeting of stockholders, L. John Doerr resigned from the LDC Committee. Our LDC Committee currently consists of Arthur D. Levinson and Paul S. Otellini, each of whom is a non-employee member of our board of directors. Our LDC Committee does not have a chairman. Each member of our LDC Committee is an “outside” director as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and a “non-employee” director within the meaning of Rule 16b-3 of the Exchange Act. Our board of directors has determined that each of the directors serving on our LDC Committee is independent as defined in the Marketplace Rules of NASDAQ.

The CD&A included in this proxy statement includes additional information regarding the LDC Committee’s processes and procedures for considering and determining executive officer compensation.

The charter of the LDC Committee is available at http://investor.google.com/committee_leadership.html. A free printed copy is available to any stockholder who requests it by following the instructions on page 9.

EXCERPTS ON THIS PAGE:

DEF 14A
Mar 24, 2009
DEF 14A
Mar 25, 2008

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