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WDC » Topics » Role of the Compensation Committee

This excerpt taken from the WDC DEF 14A filed Sep 28, 2009.
Role of the Compensation Committee
 
Our executive compensation program is administered by our Compensation Committee. The Compensation Committee is responsible for approving all elements of compensation for our executive officers. The Compensation Committee’s practice is to consider all elements of compensation and our compensation philosophy and objectives when determining the appropriate level and mix of each element of compensation for our executive officers. While the Compensation Committee follows general guidelines in setting compensation for our executives, as described in more detail below, members of the Compensation Committee also consider the following in determining the specific level and mix of compensation for each of our executive officers:
 
  •  the executive’s experience, performance and judgment;
 
  •  survey and market data prepared by the Compensation Committee’s compensation consultant;
 
  •  for executives other than the Chief Executive Officer, the Chief Executive Officer’s recommendations;
 
  •  internal fairness;
 
  •  summaries of prior and potential future compensation levels (sometimes referred to as “tally sheets”);


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  •  succession planning and retention objectives;
 
  •  past and expected future contributions of the executive; and
 
  •  current company and business conditions.
 
The Compensation Committee reviews compensation to and performance of our executive officers on an annual basis and at the time of hiring, a promotion or other change in responsibilities. The Compensation Committee’s annual review typically occurs in late Summer or early Fall of each year. The review for determining fiscal 2009 compensation commenced in August 2008 and continued during the Compensation Committee’s meeting in September 2008. The Compensation Committee’s annual review consists of an evaluation of all elements of total direct compensation for the executive officers. The compensation decisions made in light of the annual review for fiscal 2009 are explained in more detail below under the section entitled “Elements of our Executive Compensation Program.”
 
This excerpt taken from the WDC DEF 14A filed Sep 23, 2008.
Role of the Compensation Committee
 
Our executive compensation program is administered by our Compensation Committee. The Compensation Committee is responsible for approving all elements of compensation for our executive officers. The Compensation Committee’s practice is to consider all elements of compensation and our compensation philosophy and objectives when determining the appropriate level and mix of each element of compensation for our executive officers. While the Compensation Committee follows general guidelines in setting compensation for our executives, as described in more detail below, members of the Compensation Committee also consider the following in determining the specific level and mix of compensation for each of our executive officers:
 
  •  the executive’s experience, performance and judgment;
 
  •  survey and market data prepared by the Compensation Committee’s compensation consultant;
 
  •  for executives other than the Chief Executive Officer, the Chief Executive Officer’s recommendations;
 
  •  internal fairness;
 
  •  summaries of prior and potential future compensation levels (sometimes referred to as “tally sheets”);
 
  •  succession planning and retention objectives;
 
  •  past and expected future contributions of the executive; and
 
  •  current company and business conditions.
 
The Compensation Committee reviews compensation to and performance of our executive officers on an annual basis and at the time of hiring, a promotion or other change in responsibilities. The Compensation Committee’s annual review typically occurs in late Summer or early Fall of each year. The review for determining fiscal 2008 compensation commenced in August 2007 and continued during the Compensation Committee’s meeting in September 2007. The Compensation Committee’s annual review consists of an evaluation of all elements of total direct compensation for the executive officers. The compensation decisions made in light of the annual review for fiscal 2008 are explained in more detail below under the section entitled “Elements of our Executive Compensation Program.”


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EXCERPTS ON THIS PAGE:

DEF 14A
Sep 28, 2009
DEF 14A
Sep 23, 2008

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