This excerpt taken from the KFT DEF 14A filed Mar 31, 2009.
Base Salary Increase. In early 2008, the Committee approved a base salary increase for Ms. Rosenfeld primarily to recognize her individual performance in 2007 and to better align her salary with the size-adjusted median of the Compensation Survey Group. As discussed above, neither Ms. Rosenfeld, nor any of the other named executive officers, will receive a base salary increase in 2009. Her salary is below the size-adjusted median of the Compensation Survey Group.
Actual Annual Incentive. The Committee determined Ms. Rosenfelds annual incentive for 2008 in accordance with the plan mechanics. The Committee assessed Ms. Rosenfelds individual performance in accordance with the plan. Based on the strong quality financial and strategic results discussed below, the Committee set Ms. Rosenfelds individual performance assessment at 130% of target.
For 2008, the Committee considered the following performance in determining the individual performance assessment element of her annual incentive award in the context of the second year of the three-year turnaround:
Stock Awards. As part of the annual stock award program in 2008, the Committee granted Ms. Rosenfeld a restricted stock award of 131,000 shares and a non-qualified stock option award of 524,000 options. The Committee granted an award above the median of the Compensation Survey Group in recognition of her performance on strategic initiatives in 2007.
This excerpt taken from the KFT DEF 14A filed Mar 26, 2008.
Base Salary Increase. In 2007, the Committee approved a base salary increase for Ms. Rosenfeld primarily to recognize her individual performance in 2006 and to better align her salary with the size-adjusted median of the Compensation Survey Group. In 2006, the Committee considered the progress Ms. Rosenfeld made in developing and implementing her long-term strategy to bring Kraft back to sustainable superior performance.
Actual Annual Incentive. In determining Ms. Rosenfelds annual incentive for 2007, the Committee considered her performance relative to her financial and strategic guidelines for the year. Similar to our approach with respect to business unit ratings, individual performance measures are used merely as guidelines in the Committees exercise of discretion regarding Ms. Rosenfelds annual incentive award.
For 2007, the guidelines were as follows:
In addition, the Committee considered operating income margin and market share performance in their assessment. In 2007, Krafts results fell short of these two additional guidelines set by the Committee, which factored into the Committees overall assessment of Ms. Rosenfelds 2007 performance. The shortfall on operating income growth and margin was primarily driven by the unprecedented record-high commodity costs, particularly dairy costs.
In addition, in its assessment of Ms. Rosenfelds 2007 performance, the Committee considered the following key strategic objectives, which were consistent with the goals that she discussed with investors at the beginning of 2007.
As a result of this assessment and the factors identified above, Ms. Rosenfeld was awarded an annual incentive award of $2,625,000, which reflects an amount above her target under the plan.
Stock Awards. Ms. Rosenfeld received two stock award grants in 2007.
As part of the annual stock award program, the Committee granted Ms. Rosenfeld a restricted stock award of 144,280 shares. The grant value of this award was in-line with the size-adjusted median of the Compensation Survey Group. On May 3, 2007, the Committee also granted her a non-qualified, performance-contingent stock option award concurrent with her appointment to the additional position of Chairman. She was granted an option to purchase 300,000 shares of our common stock. The number of shares granted was determined by the Committee based on market-competitive information. The combined grant value of these two awards was between the 50th and 75th percentile of the Compensation Survey Group. This type of award was granted to provide additional incentive for Ms. Rosenfeld to increase shareholder value as the vesting of the award will only occur if certain stock price hurdles are achieved. One-half of the shares under this performance-contingent stock option will vest only if the stock price maintains a trading price of $38.11 for at least 10 trading days. The remaining one-half of the award will vest only if the stock price maintains a trading price of $41.43 for at least 10 trading days.
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