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This excerpt taken from the DTV DEF 14A filed Apr 20, 2009. Compensation Committee The Compensation Committee currently has four members. The Board has determined that each member is an independent, non-employee or outside director under the Company's By-Laws, applicable NASDAQ rules, Rule 16b-3 under the Securities Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code of 1986 as amended from time to time, or the Code. The Compensation Committee met three times in 2008. Executive sessions without members of management present are held when appropriate and at least once each year. The members of the Compensation Committee are not eligible to participate in any of the compensation plans or programs that it administers, except for the standard compensation received in connection with service on the Board and its committees.
The Compensation Committee The Compensation Committee may delegate its authority to subcommittees or the Chairman of the Compensation Committee with the authority to act on the Compensation Committee's behalf. The Compensation Committee has delegated authority over the granting and administration of stock-based awards, other than awards to elected officers, to the Special 2004 Stock Plan Committee, which 13 currently consists solely of the Chief Executive Officer. As successor administrator of the previous Hughes Electronics Incentive Plan, the Compensation Committee has delegated certain administrative authority over outstanding stock awards to executives and managers other than elected officers to a committee consisting of the Chief Executive Officer and the senior executive for Human Resources. As administrator of the employee and executive benefit plans and programs, the Committee has delegated certain design and administrative authority to two management committees, the Administrative Committee and the Investment Committee. Membership: Charles R. Lee, Chair; Neil R. Austrian; Peter A. Lund; Haim Saban. This excerpt taken from the DTV DEF 14A filed Apr 21, 2008. Compensation Committee The Compensation Committee
The current Charter of the Compensation Committee may be accessed on the Company's website at www.directv.com/investor. A paper copy of the Charter may be obtained by contacting the Corporate Secretary as provided on page 68. Except for the standard compensation received in connection with service on the Board and its committees, the members of the Compensation Committee are not eligible to participate in any of the compensation plans or programs that it administers. Under the Company's governance guidelines, the Compensation Committee consists of three or more directors appointed to the Compensation Committee by the Board of Directors. The Compensation Committee currently has four members, each of whom the Board has determined to be an independent, non-employee or outside director under the Company's By-Laws, applicable NASDAQ rules, Rule 16b-3 under the Securities Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code of 1986 as amended from time to time, or the Code. The Compensation Committee may delegate its authority to subcommittees or the Chairman of the Compensation Committee with the authority to act on the Compensation Committee's behalf. The Compensation Committee has delegated authority over the granting and administration of stock-based awards, other than awards to elected officers, to the Special 2004 Stock Plan Committee, which currently consists solely of the Chief Executive Officer. As successor administrator of the previous Hughes Electronics Incentive Plan, the Compensation Committee has delegated certain administrative authority over outstanding stock awards to executives and managers other than elected officers to a committee consisting of the Chief Executive Officer and the senior executive for Human Resources. The Compensation Committee met eight times in 2007. Mr. Austrian was elected to the Compensation Committee in February 2008 and attended one meeting of the Compensation Committee in 2007 as a guest. Executive sessions without members of management present are held when appropriate and at least once each year. Membership: Charles R. Lee, Chair; Neil R. Austrian, Peter A. Lund; Haim Saban. 12
The Board of Directors is divided into three classes. The term of the members in Class II expires on the date of the Annual Meeting. The term of the members of Class I expires on the date of the 2010 annual meeting and the term of the members of Class III expires on the date of the 2009 annual meeting. Messrs. Malone and Maffei were elected by the Board to fill two of the three vacancies created by the resignations of K. Rupert Murdoch, Peter Chernin and David DeVoe. Mr. Malone filled a vacancy in Class II. Mr. Maffei filled a vacancy in Class I and, if elected, his term will expire on the date of the 2010 annual meeting. You will be voting only on the election of nominees to serve as members of Class II, as well as Mr. Maffei, who is in Class I but is subject to election at this meeting in accordance with the Certificate of Incorporation. There are five nominees. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each nominee has consented to serve if elected. The Board has no reason to believe that any nominee will not serve if elected, but if any of them should become unavailable to serve as a director, and if the Board designates a substitute nominee or nominees, the persons named as proxies will vote for the substitute nominee or nominees designated by the Board. The following table sets forth certain information with respect to the individuals nominated and recommended to be elected by the Board and is based on the records of the Company and information furnished to it by such persons. Please refer to the table titled "Security Ownership of Directors, Named Executive Officers and Certain Other Beneficial Owners" for information pertaining to stock ownership by the nominees.
This excerpt taken from the DTV DEF 14A filed Apr 27, 2007. Compensation Committee Under the Company's governance guidelines, the Compensation Committee consists of three or more directors appointed to the Compensation Committee by the Board of Directors. The Compensation Committee currently has three members, each of whom has been determined to be an independent, non-employee or outside director under the Company's By-Laws, applicable New York Stock Exchange rules, Rule 16b-3 under the Securities Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code of 1986 as amended from time to time, or the Code. The Compensation 11 Committee met three times in 2006. Executive sessions with an independent consultant present but without members of management present are held when appropriate and at least once each year. The Compensation Committee determines the compensation of the Chief Executive Officer and other elected officers of the Company, evaluates the performance of the Chief Executive Officer after receiving input from the Board and presents the results of its decisions regarding the Chief Executive Officer's and other executive officers' compensation to the Board. The Compensation Committee approves and is responsible for all equity-based plans. The Compensation Committee assists the Board regarding recruitment of elected officers and development of retention, termination and severance policies and procedures for elected officers. The Compensation Committee reviews the compensation of directors for service on the Board and its committees and recommends changes in compensation to the Board. The Compensation Committee periodically reviews the adequacy of its charter and recommends any proposed changes to the Board for approval. Except for the standard compensation received in connection with service on the Board and its committees, the members of the Compensation Committee are not eligible to participate in any of the compensation plans or programs it administers. As part of its periodic review of the Committee's charter, effective March 28, 2007, the Compensation Committee approved certain revisions to its charter. The full text of the revised charter is attached to this proxy statement as Annex A and is available at the Company's website at www.directv.com. A paper copy of the charter also may be obtained by contacting the Corporate Secretary as provided on page 70. The Compensation Committee may delegate its authority to subcommittees or the Chairman of the Compensation Committee with the authority to act on the Compensation Committee's behalf. The Compensation Committee has delegated authority over the granting and administration of stock-based awards, other than awards to executive officers, to the Special 2004 Stock Plan Committee, which currently consists solely of the Chief Executive Officer. As successor administrator of the previous Hughes Electronics Incentive Plan, the Compensation Committee has delegated certain administrative authority over outstanding awards to executives and managers other than executive officers to a committee consisting of the Chief Executive Officer and the senior executive for Human Resources. To obtain access to independent compensation data, analysis and advice, the Compensation Committee retains the services of a compensation consultant that is hired by and reports to the Compensation Committee. The consultant is Watson Wyatt Worldwide, or the Consultant. The Compensation Committee retained the Consultant in 2004 and evaluated and renewed the relationship in 2006. Compensation Committee members can engage or initiate contact with the Consultant and have direct access to the Consultant without management involvement. The Consultant may have other relationships with the Company, so long as those relationships do not interfere with its ability to provide independent advice. In order to ensure the continued independence of the Consultant, the Compensation Committee annually reviews all other services performed by the Consultant for the Company and the Company makes every practical effort to minimize such other work of the Consultant. Examples of projects that the Compensation Committee may assign to the Consultant include:
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The Compensation Committee believes that input from both management and the Consultant provides useful information and points of view to assist the Compensation Committee to develop its own views on compensation. Three executives attend all meetings and periodically provide input from management: Mr. Carey, Chief Executive Officer, Mr. Hunter, Executive Vice President, Legal and Human Resources, General Counsel, Corporate Secretary and the Secretary of the Compensation Committee, and Ms. Irene McKenna, Vice President, Compensation and Benefits. The Consultant attends meetings as appropriate. Although the Compensation Committee receives information and recommendations regarding the design and level of compensation of the Company's executive officers from both the Consultant and management, the Compensation Committee makes the final decisions as to the plan design and compensation levels for the named executive officers. Membership: Charles R. Lee, Chair; Peter A. Lund; Haim Saban.
The Board of Directors is divided into three classes. The term of the members in Class I expires on the date of the Annual Meeting. The term of the members of Class II expires on the date of the 2008 Annual Meeting and the term of the members of Class III expires on the date of the 2009 Annual Meeting. You will be voting only on the election of nominees to serve as members of Class I. There are three such nominees. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each nominee has consented to serve if elected. The Board has no reason to believe that any nominee will not serve if elected, but if any of them should become unavailable to serve as a director, and if the Board designates a substitute nominee or nominees, the persons named as proxies will vote for the substitute nominee or nominees designated by the Board. In connection with the pending transaction between News Corporation and Liberty Media Corporation, Mr. Murdoch (and Messrs. Chernin and DeVoe) will resign as directors of the Company at the completion of such transaction, which is currently anticipated to occur in the second half of calendar year 2007. See "Certain Effects of Pending Transaction Between News Corporation and Liberty Media Corporation—Composition of Board of Directors" on page 71. The following table sets forth certain information with respect to the individuals nominated and recommended to be elected by the Board and is based on the records of the Company and information furnished to it by such persons. Please refer to the table titled "Security Ownership of Directors, Named Executive Officers and Certain Other Beneficial Owners" for information pertaining to stock ownership by the nominees.
13 Neil R. Austrian. Class I—Term expires 2007 Mr. Austrian has served as a director and as Chair of the Nominating and Corporate Governance Committee since December 22, 2003. Mr. Austrian is a private investor. He served as the interim Chairman and Chief Executive Officer of Office Depot, Inc. from October 2004 until March 2005 and continues to serve as a Director. Mr. Austrian served as President and Chief Operating Officer of the National Football League from 1991 until 1999. Prior to that, he was a Managing Director of Dillon, Read & Co., Inc. from 1987 until 1991. Charles R. Lee. Class I—Term expires 2007 Mr. Lee has served as a director and a member of the Compensation Committee and Nominating and Corporate Governance Committee since December 22, 2003 and Chair of the Compensation Committee since February 2006. From April 2002 to December 2003, Mr. Lee served as the non-executive Chairman of Verizon Communications, Inc. or Verizon. From 2000 through 2002, Mr. Lee served as Chairman and Co-Chief Executive Officer of Verizon. Previously, Mr. Lee served as Chairman of the Board of Directors and Chief Executive Officer of GTE Corporation. Mr. Lee is also a Director of The Procter & Gamble Company, United Technologies Corporation, United States Steel Corporation and Marathon Oil Corporation. K. Rupert Murdoch. Class I—Term expires 2007 Mr. Murdoch has served as Chairman of the Board of Directors since December 22, 2003 and has been Chairman of the Board of Directors and Chief Executive Officer of News Corporation since 1979. He has been a Director of News Limited, News Corporation's principal subsidiary in Australia, since 1953, a Director of News International Limited, News Corporation's principal subsidiary in the United Kingdom, since 1969 and a Director of News America since 1973. Mr. Murdoch has been a Director of STAR since 1993 and served as Chairman of STAR from 1993 to 1998. Mr. Murdoch has been a Director of Fox Entertainment since 1985, Chairman since 1992 and Chief Executive Officer since 1995. Mr. Murdoch has served as a Director of BSkyB since 1990 and Chairman since 1999. Mr. Murdoch has served as a Director of Gemstar-TV Guide since 2001. This excerpt taken from the DTV DEF 14A filed Apr 28, 2006. Compensation Committee The Compensation Committee currently has three members, all of whom are independent directors as defined by the NYSE. The Compensation Committee met two times in 2005. The Compensation Committee determines the compensation of the Chief Executive Officer and other elected officers of the Company, and approves and administers all equity-based plans. It assists the Board regarding recruitment of elected officers and development of retention, termination and severance policies and procedures for elected officers. The Compensation Committee reviews the compensation of directors for service on the Board and its committees and recommends changes in compensation to the Board. The Compensation Committee periodically reviews the adequacy of its charter and recommends any proposed changes to the Board for approval. Except for the standard compensation received in connection with service on the Board and its committees, the members of the Compensation Committee are not eligible to participate in any of the compensation plans or programs it administers. The charter of the Compensation Committee may be accessed on the Company's website at www.directv.com. A paper copy of the charter may be obtained by contacting the Corporate Secretary as provided on page 38. Membership: Charles R. Lee, Chair; Peter A. Lund; Haim Saban
The Board of Directors is divided into three classes. The term of the members in Class III expires on the date of the Annual Meeting. The term of the members of Class I expires on the date of the 2007 annual meeting and the term of the members of Class II expires on the date of the 2008 annual meeting. You will be voting only on the election of nominees to serve as members of Class III. There are four such nominees. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each nominee has consented to serve if elected. The Board has no reason to believe that any nominee will not serve if elected, but if any of them should become unavailable to serve as a director, and if the Board designates a substitute nominee or nominees, the persons named as proxies will vote for the substitute nominee or nominees designated by the Board. 12 The following table sets forth certain information with respect to the individuals nominated and recommended to be elected by the Board and is based on the records of the Company and information furnished to it by such persons. Please refer to the table titled "Security Ownership of Directors, Named Executive Officers and Certain Other Beneficial Owners" for information pertaining to stock ownership by the nominees.
Chase Carey. Mr. Carey has served as a Director and as the President and Chief Executive Officer of the Company since December 22, 2003. In addition, he has served as a Director of News Corporation since November 2004, Executive Director of News Corporation from 1996 to November 2004 and a consultant to News Corporation from 2002 to 2003. Mr. Carey served as Co-Chief Operating Officer of News Corporation from 1996 until 2002. Mr. Carey served as a Director, President and Chief Executive Officer of Sky Global Networks, Inc. from 2001 until 2002. Mr. Carey served as a Director of Fox Entertainment from 1992 until 2002 and served as Co-Chief Operating Officer from 1998 until 2002. Mr. Carey was Chairman and Chief Executive Officer of Fox Television from 1994 until 2000. Mr. Carey was a Director of News America from 1998 until 2002, President and Chief Operating Officer from 1998 until 2002 and Executive Vice President from 1996 to 1998. Mr. Carey served as a Director of STAR from 1993 until 2002, a Director of NDS from 1996 until 2002 and a Director of Gemstar-TV Guide from 2000 until 2002. Mr. Carey has been a Director of BSkyB since February 2003. Mr. Carey is a Director of Yell Finance B.V. and is a Trustee Emeritus of Colgate University. Mr. Carey is currently a Director of Gateway, Inc. but will not stand for re-election when his term expires in May 2006. Peter F. Chernin. Mr. Chernin has served as a Director of the Company since December 22, 2003. In addition, he has served as a Director and President and Chief Operating Officer of News Corporation since 1996. Mr. Chernin has been a Director and the President and Chief Operating Officer of Fox Entertainment since 1998. Mr. Chernin has been a Director and the Chairman and Chief Executive Officer of News America since 1996. Mr. Chernin served as Chairman and Chief Executive Officer of Fox Filmed Entertainment from 1994 to 1996 and in various executive capacities at Fox subsidiaries since 1989. Mr. Chernin has served as a Director of Gemstar TV-Guide since 2002 and was a Director of TV Guide, Inc. from 1999 to 2000. Mr. Chernin has served as a Director of American Express Company since January 2006. Peter A. Lund. Mr. Lund has served as a Director of the Company since 2000 and serves as a member of the Compensation Committee and the Audit Committee since 2000. Mr. Lund served as Chairman of the Compensation Committee from December 2003 to February 2006. Mr. Lund is a private investor and media consultant and is also a Director of Crown Media Holdings, Inc. and Emmis Communications Corporation. 13 Haim Saban. Mr. Saban has served as a Director of the Company since December 2004 and serves as a member of the Compensation Committee. Mr. Saban has served as Chairman and Chief Executive Officer of Saban Capital Group, Inc. since 2001. Mr. Saban also currently serves as Chairman of the Supervisory Board of ProSiebenSat.1 Media AG and is a member of the Board of Directors of Television Francaise 1. Mr. Saban has also served as Chief Executive Officer and Chairman of the Board of Directors of KSF Corp. since 2003. Mr. Saban previously served as Chairman and Chief Executive Officer of Fox Family Worldwide from 1997 to 2001. This excerpt taken from the DTV DEF 14A filed Apr 29, 2005. Compensation Committee
The Compensation Committee currently has three members, all of whom are independent directors. The Compensation Committee met three times in 2004. The Compensation Committee determines the compensation of the Chief Executive Officer and other elected officers of the Company, and approves and administers all equity based plans. It assists the Board regarding recruitment of elected officers and development of succession plans. The Compensation Committee reviews the compensation of directors for service on the Board and its committees and recommends changes in compensation to the Board. The Compensation Committee periodically reviews the adequacy of its charter and recommends any proposed changes to the Board for approval. Except for the standard compensation received in connection with service on the Board and its committees, the members of the Compensation Committee are not eligible to participate in any of the compensation plans or programs it administers. The charter of the Compensation Committee may be accessed on the Company’s website at www.directv.com.
Membership: Peter A. Lund, Chair; Charles R. Lee; Haim Saban
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