QCOM » Topics » Other factors that influence the amount of compensation for our NEOs.

This excerpt taken from the QCOM DEF 14A filed Jan 13, 2009.
Other factors that influence the amount of compensation for our NEOs.
 
Consultants and advisors.  The Compensation Committee has the authority to retain and terminate any independent, third-party compensation consultant and to obtain independent advice and assistance from internal and external legal, accounting and other advisors. During fiscal 2008, the Compensation Committee engaged an independent executive compensation consulting firm, FWC, to advise them on compensation matters. FWC reported directly to the Compensation Committee. During fiscal 2008, we did not engage FWC for any additional services beyond their support of the Compensation Committee. The Compensation Committee instructed FWC to provide information, insights and advice regarding compensation philosophy, objectives and strategy, selection of peer companies for competitive analyses, methodology for valuing long-term incentives and target direct compensation, and specific issues the Compensation Committee addressed during the year. The Compensation Committee asked FWC to comment on our recommendations regarding NEO compensation and aggregate equity compensation. Finally, the Committee instructed FWC to provide an analysis of competitive practices for director compensation. Representatives from FWC attended all but two Compensation Committee meetings during fiscal 2008 and interacted with the Committee Chair, members of our human resources staff and outside legal counsel prior to and following Compensation Committee meetings. During fiscal 2008, the Compensation Committee also sought and received advice from our outside legal counsel, DLA Piper. The total rewards management department within our human resources organization supported the Compensation Committee in its work, collaborated with FWC and DLA Piper, conducted analyses and managed our compensation and benefit programs.
 
Compensation or amounts realizable from prior compensation.  FWC prepared and reviewed with the Compensation Committee “carried interest” and “wealth accumulation” analyses that reported the current and potential values of shares owned and vested and unvested stock options, and the gain on option sales from the preceding three years, as part of its annual review of NEO compensation. The Compensation Committee and the CEO reviewed these analyses as part of their broader consideration of retention and incentives for each NEO. The amount of past compensation, including annual cash incentives and amounts realized or realizable from prior stock option awards, has generally not been a significant factor in the Compensation Committee’s considerations because annual


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cash incentives are awarded for fiscal year performance, and stock options are forward-looking long-term incentives awarded as part of the target direct compensation that the Compensation Committee establishes each year.
 
CEO involvement in compensation decisions.  After the end of the fiscal year, the Compensation Committee and the CEO discussed our business performance, his performance and his evaluation of and compensation recommendations for the other NEOs. The Compensation Committee, without the CEO present, determined the CEO’s base salary, annual cash incentive and stock option award. The Compensation Committee also approved the base salaries, annual cash incentives and stock option awards for the other NEOs.
 
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