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DTV » Topics » What are the elements of compensation?

This excerpt taken from the DTV DEF 14A filed Apr 20, 2009.

What are the elements of compensation?

        The primary elements of compensation for the executive officers are a base salary, an annual bonus paid in cash and a long-term incentive award denominated and usually paid in shares of Company stock. The executive officers are also eligible for certain other benefits and perquisites that are intended to be a part of a competitive compensation package that provides health, welfare, savings and retirement programs comparable to those provided to employees and executives at other companies in our industry. Some elements of compensation are related, meaning that the value of one element affects the value of another element. Increasing base salary increases target bonus opportunities, savings, pension and disability benefits. Increasing or decreasing bonuses also affect pension and savings plan benefits, but long-term incentive awards are excluded from calculation of pension and savings plan benefits.

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        The purpose, key characteristics and target pay levels of each element of compensation are in the following table.


SUPPLEMENTARY TABLE 6—ELEMENTS OF COMPENSATION

Pay Element
  Description/Purpose   Target Pay Level

Base Salary

   Compensate for day-to-day performance at the executive's level of responsibility based on the executive's skills, experience and accomplishments. Support attracting and retaining executive talent. Base salaries are considered fixed compensation, paid in cash and short-term.   Approximately at or slightly above the median of the peer group.

Annual Bonus

  

Motivate and reward current year results by aligning efforts across the Company to achieve specific measurable results. Bonuses are considered variable compensation, are based on annual performance and paid in cash.

  

Combined base salary and target bonus opportunity approximately at the median of the peer group (or above or below based on performance).

Long-term Incentives

  

Motivate and reward long-term results, typically over three years, by aligning efforts to achieve specific measurable results and increase the market price of the Company's Common Stock. The long-term incentives are considered variable compensation, based on long-term Company performance and are paid in stock.

  

Combined base salary, target bonus opportunity and target long-term incentive opportunity approximately at the median of the peer group (or above or below based on performance).

Employee Benefits(1)

  

Protect against catastrophic expenses and loss of income (health, disability and life insurance plans) and provide retirement income (savings and pension). There are features in the savings and pension programs that preserve or restore benefits that are reduced or otherwise limited by IRS rules for those plans. Executives participate in these "restoration" features on the same basis as all other employees.

  

Combined value approximately at the median of general industry.

Perquisites

  

Assist in attracting and retaining executive talent at a practical value for the Company.

  

Approximately at or below median of general industry.

Post-Termination Compensation

  

Provide the basis for rapid transition out of the Company that is fair to the executive and to the Company by providing temporary income following an executive's involuntary termination (other than for cause).

  

Approximately at median of peer group.
(1)
The benefit plan descriptions in this proxy statement and accompanying the following tables provide an explanation of the major features of our employee benefit plans. These plans are administered and governed at all times by the official plan documents and the descriptions in the proxy statement of these plans are qualified in their entirety by reference to the applicable document. The Company reserves the right to amend, suspend or terminate the plans completely

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    or in part at any time and for any reason. Stockholders may request a copy of a plan document by contacting the Corporate Secretary as provided on page 73.

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