This excerpt taken from the DTV DEF 14A filed Apr 28, 2006.
Summary of Cash and Other Compensation
The table below sets forth the cash compensation, as well as certain other compensation, paid or accrued by the Company for each of the past three years for Mr. Carey and each of the Company's other four most highly compensated executive officers who were serving as executive officers as of December 31, 2005. The persons named in the table below are referred to collectively as the "Named Executive Officers."
Salary. In connection with compensation shown for 2003, Mr. Carey began his service effective on December 22, 2003, but did not receive or accrue any compensation from the Company during calendar year 2003. Messrs. Churchill and Pontual began their service in 2004.
Bonus. Amounts shown in the column called "Bonus" for 2005 and 2004 represent bonuses earned under the DIRECTV Group Executive Officer Cash Bonus Plan and for 2003 under the Hughes Electronics Annual Incentive Plan, in each case for performance during the year, but actually paid in the subsequent year.
Other Annual Comp. Amounts shown in the column called "Other Annual Comp." include (i) perquisites if in total they exceed the lesser of $50,000 or 10% of annual salary plus bonus and (ii) reimbursed taxes. For Mr. Carey, the amount shown includes $71,462 (including $488 for reimbursed taxes) related to personal use of the Company aircraft and $35,701 for Company contributions to the Executive Medical Plan. For Messrs. Churchill, Hunter, Pontual and Palkovic, the amount shown includes Company contributions to the Executive Medical Plan of $35,071, $30,774, $35,071 and $35,071, respectively. The amount reported for personal use of the Company aircraft by Mr. Carey is our best calculation of the incremental cost to the Company including: the average cost of fuel, in-flight catering, landing, hangar and parking fees, other variable fees and crew travel expenses. Since our aircraft is primarily used for business travel, we do not include ownership costs or aircraft maintenance expenses that do not change based on usage. The Board encourages Mr. Carey to use the Company aircraft even for personal travel to ensure his personal safety and to maximize his availability and the time available for Company business.
Restricted Stock Awards. Amounts shown in the column called "Restricted Stock Awards" represent the value on the grant date of restricted stock units ("RSUs") awarded to the Named Executive Officers. Mr. Carey received a grant of 1.3 million RSUs in 2004 that will vest based on Company performance on December 31, 2007; no additional grants are contemplated for the remainder of the term of his employment agreement and he received no RSU grants in 2005.
The RSUs for 2005 in this column were granted on February 8, 2005, and are shown valued at the $14.71 per share closing stock price of the Common Stock on that date. The units granted to Messrs. Churchill, Hunter, Pontual and Palkovic in 2005 will vest on December 31, 2007. The RSUs for 2004 in this column were granted on March 15, 2004, and are shown valued at the $15.38 per share closing stock price of the Common Stock on that date. The units granted to Messrs. Churchill, Hunter, Pontual and Palkovic in 2004 will vest on December 31, 2006. The number of units that vest, in each case, is contingent upon Company performance as discussed in the section of this proxy statement entitled "Projected Long-Term Incentive PlanAwards in 2005."
The RSUs for 2003 in this column were granted to Mr. Palkovic on March 14, 2003, and are shown valued at the fair market value of $10.00 per share based on the average stock price of the Common Stock on that date.
The numbers of aggregated RSUs at December 31, 2005, for the Named Executive Officers are as follows: for Mr. Carey 1,300,000 shares, for Mr. Churchill 120,000 shares, for Mr. Hunter 92,500 shares, for Mr. Pontual 87,500 shares and for Mr. Palkovic 88,250 shares. Based on the $14.12 per share closing stock price of the Common Stock on December 31, 2005, the aggregated RSUs would be valued as follows: for Mr. Carey $18,356,000, for Mr. Churchill $1,694,400, for Mr. Hunter $1,306,100, for Mr. Pontual $1,235,500 and for Mr. Palkovic $1,246,090.
No dividends or dividend equivalent payments are paid on RSUs. However, if the Company elects to pay dividends to stockholders during the Performance Period, the Compensation Committee may
approve dividend equivalents on the RSUs underlying these awards. Dividend equivalents, if any, would be paid at the same time as the RSUs to which they relate are paid.
Stock Options. Amounts shown in the column called "Stock Options" include options granted to purchase shares of Common Stock. No stock options or stock appreciation rights were granted to the Named Executive Officers in 2005. Mr. Carey's options in 2004 were granted in connection with his agreement to surrender certain News Corporation options granted prior to his employment with the Company, and such option grants from the Company were substantially equivalent in vesting, expiration dates and other terms to the News Corporation options he surrendered.
LTIP Payouts. Amounts shown in the column called "LTIP Payouts" represent awards earned under the Company's Long-term Achievement Plan ("LTAP") for the performance periods ending December 31, 2003, 2004 and 2005, respectively, but actually paid in the subsequent year. Under the LTAP, shares of the Company's Common Stock were conditionally awarded as target awards at the beginning of three-year performance periods ending December 31, 2003, 2004 and 2005. Performance for the listed years was measured using total stockholder return targets relative to a list of competitor companies established for the LTAP by the Compensation Committee. This performance payment for the 2003-2005 LTAP is the final payment under the LTAP plan; beginning in 2004, the LTAP was replaced by the annual RSU grant plan that is described in the section "Long Term Incentive Awards" below. For Mr. Palkovic, the amount shown in 2005 includes the $124,204 value of RSUs that were distributed on March 14, 2005, and represented the first 50% installment of the 2003 RSU award; the second 50% of the RSUs was distributed on March 14, 2006.
All Other Compensation. Amounts shown in the column called "All Other Compensation" represent payments made for company-matching contributions to savings plans and employee welfare benefit plans, complimentary DIRECTV service, unused holiday pay and special awards.
Company-matching contributions to savings plans in 2005 for the Named Executive Officers were: Mr. Carey$222,925; Mr. Churchill$77,223; Mr. Hunter$45,413; Mr. Pontual$43,963; and Mr. Palkovic$8,892. Company contributions to employee welfare benefit plans in 2005 for the Named Executive Officers were: Mr. Carey$10,381; Mr. Churchill$2,775; Mr. Hunter$3,285; Mr. Pontual$1,182; and Mr. Palkovic$1,275. The value of complimentary DIRECTV service provided in 2005 for the Named Executive Officers was: Mr. Carey$3,643; Mr. Churchill$1,515; Mr. Hunter$1,188; Mr. Pontual$1,658; and Mr. Palkovic$1,535.
Mr. Palkovic received $10,385 as compensation for unused holiday pay that had accrued prior to and was paid out upon his appointment as an executive officer and Mr. Pontual received $500 from an employee patent award program.
The amounts for Mr. Hunter and Mr. Palkovic include payments made in each of 2003 and 2004 under the Hughes Retention Bonus Plan of $1,250,000 and $475,000, respectively.