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PBG » Topics » Why is the compensation of our Named Executive Officers largely performance-based compensation rather than fixed?This excerpt taken from the PBG DEF 14A filed Apr 7, 2009. Why is the
compensation of our Named Executive Officers largely
performance-based compensation rather than fixed?
Consistent with the objectives of our program, we utilize the
performance-based elements of our program to reinforce our
short-term and long-term business objectives and to align
shareholder and executive interests. We believe that to
appropriately motivate our senior executives to achieve our
business objectives, a majority of their compensation should be
tied to the performance of the Company. Thus, we link the level
of compensation to the achievement of our business objectives.
As a result of this link, for years when the Company achieves
above-target performance, executives will be paid above-target
compensation, and for years when the Company achieves
below-target performance, executives will be paid below-target
compensation.
We also believe that the more influence an executive has over
Company performance, the more the executives compensation
should be tied to our performance results. Thus, the more senior
the executive, the greater the percentage of his or her total
compensation that is performance-based.
When looking at the three elements of total compensation, we
view base salary as fixed pay (i.e., once established, it is not
performance-based) and the annual incentive and long-term
incentive as performance-based pay. With respect to our
cash-based, annual incentive, our intent is to emphasize the
Companys performance in a given year. As a result of a
design change approved by the Committee in 2008, we link eighty
percent of the annual incentive to the achievement of annual
performance measures (such as year-over-year profit and volume
growth) and twenty percent of the incentive to the achievement
of individual non-financial performance measures (such as
employee and customer satisfaction survey scores). With respect
to our equity-based, long-term incentive, we view the market
value of PBG common stock as the primary performance measure.
This is especially true in the case of stock options, which have
no value to the executive unless the market value of PBG common
stock goes up after the grant date. In the case of other
equity-based awards to the Named Executive Officers, such as
RSUs, that have value to the executive even if the market value
of PBG common stock goes down after the grant date, we typically
include a second performance component such as a
specific earnings per share performance target that
must be satisfied in order for the executive to vest in the
award. In addition, we may grant supplemental, performance-based
equity awards to executives in order to link long-term
compensation with the Companys strategic imperatives and
to reinforce continuity within the senior leadership team, as we
did with the 2008 Strategic Leadership Awards.
Table of Contents
The percentage of our Named Executive Officers 2008 total
target compensation that was performance-based (based on base
salary, target payout of the short-term cash incentive, the
grant date fair value of the annual 2008 equity awards and the
annualized grant date fair value (one-fourth) of the one-time
Strategic Leadership Awards) was approximately as follows:
This excerpt taken from the PBG DEF 14A filed Apr 10, 2008. Why is the
compensation of our Named Executive Officers largely
performance-based compensation rather than fixed?
Consistent with the objectives of our program, we utilize the
performance-based elements of our program to reinforce our
short-term and long-term business objectives and to align
shareholder and executive interests. We believe that to
appropriately motivate our senior executives to achieve our
business objectives, a majority of their compensation should be
tied to the performance of the Company. Thus, we place great
emphasis on performance-based compensation and we link the level
of payment of that compensation to the achievement of our
business objectives. As a result of this link, for years when
the Company achieves above-target performance, executives will
be paid above-target compensation, and for years when the
Company achieves below-target performance, executives will be
paid below-target compensation.
We also believe that the more influence an executive has over
Company performance, the more the executives compensation
should be tied to our performance results. Therefore, in setting
the target compensation for our executives, we link the level of
the executive and the percentage of his or her total
compensation that is performance-based. Thus, the more senior
the executive, the greater the percentage of his or her total
compensation that is performance-based.
When looking at the three elements of total compensation, we
view base salary as fixed pay (i.e., once established, it is not
performance-based) and the annual incentive and long-term
incentive as performance-based pay. With respect to our
cash-based, annual incentive, our intent is to emphasize the
Companys performance in a given year. Thus, we link the
amount of that incentive to the achievement during the year of
key performance measures, such as year-over-year profit and
volume growth. With respect to our equity-based, long-term
incentive, we view the market value of PBG common stock as the
primary performance measure. This is especially true in the case
of stock options, which have no value to the executive unless
the market value of PBG common stock goes up after the grant
date. In the case of other equity-based awards to the Named
Executive Officers, such as RSUs, that have value to the
executive even if the market value of PBG common stock goes down
after the grant date, we typically include a second performance
component such as a specific earnings per share
performance target that must be satisfied in order
for the executive to vest in the award.
Table of Contents
The percentage of our Named Executive Officers 2007 total
compensation that was performance-based (based on annual rate of
base salary, target payout of the short-term cash incentive, and
the grant date fair value of the 2007 equity awards) was as
follows:
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