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This excerpt taken from the PCAR DEF 14A filed Mar 12, 2009. Compensation
of the Chief Executive Officer
The Committee applies the same compensation philosophy, policies
and comparative data analysis to the Chairman and Chief
Executive Officer as it applies to the other Named Executive
Officers. The Chief Executive Officer is the only officer with
overall responsibility for all corporate functions and, as a
result has a greater percentage of his total compensation based
on the overall financial performance of the Company. Under his
leadership, the Company has significantly outperformed both its
Peer Companies and the S&P 500 Index for the ten-year
period ending December 31, 2008.
In addition to the change to base salary discussed above, in
2008 the Committee approved a grant of 150,000 restricted shares
to match an equal number of shares the Chief Executive Officer
personally purchased through the exercise of stock options.
Under this share match program, if the Chief Executive Officer
purchases Company stock either by exercising stock options or
through open market purchases, he may receive a matching award
of restricted stock if rigorous performance goals are met. The
program provides for a maximum of 562,500 restricted shares and
an annual limit of 150,000 shares. Restricted match shares
vest after five years if the Company’s earnings per share
growth over the same five-year period meets or exceeds at least
fifty percent of the Peer Companies. The Chief Executive Officer
has the same rights as all other
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stockholders to vote the shares and receive cash dividends. With
certain exceptions, all restricted match shares will be
forfeited if the performance threshold is not achieved or if the
Chief Executive Officer terminates employment with the Company
during the vesting period. If the purchased shares are sold
before the vesting period, an equal number of restricted match
shares will be forfeited.
This excerpt taken from the PCAR DEF 14A filed Mar 12, 2008. Compensation
of the Chief Executive Officer
The Committee applies the same compensation philosophy, policies
and comparative data analysis to the Chairman and Chief
Executive Officer as it applies to the other Named Executive
Officers. The CEO is the only officer with overall
responsibility for all corporate functions and, as a result has
a greater percentage of his total compensation based on the
overall financial performance of the Company. Under his
leadership, the Company has significantly outperformed both its
Peer Companies and the S&P 500 index for over ten years.
The Company has consistently generated excellent financial
performance and the Committee approved a restricted stock match
program for the Chairman and Chief Executive Officer in 2005 to
allow increased equity ownership. Under the program, if the
Chief Executive Officer purchases Company stock either by
exercising stock options or through open market purchases, he
may receive a matching award of restricted stock if rigorous
performance goals are met. The program provides for a maximum of
562,500 restricted shares and an annual limit of
150,000 shares. In 2007, 37,500 shares were granted
under the program to match
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an equal number of shares purchased through the exercise of
stock options. Restricted match shares vest after five years if
the Company’s earnings per share growth over the same
five-year period meets or exceeds at least 50 percent of
the Peer Companies. The Chief Executive Officer has the same
rights as all other stockholders to vote the shares and receive
cash dividends. With certain exceptions, all restricted match
shares will be forfeited if the performance threshold is not
achieved or if the Chief Executive Officer terminates employment
with the Company during the vesting period. If the purchased
shares are sold before the vesting period, an equal number of
restricted match shares will be forfeited.
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