WYN » Topics » Compensation Committee

This excerpt taken from the WYN DEF 14A filed Apr 2, 2009.
Compensation Committee
 
Responsibilities include:
 
Establishes executive compensation policy consistent with corporate objectives and shareholder interests.
 
Reviews and approves elements of CEO and other senior management compensation.
 
Approves equity grants under our compensation plans.
 
All members of the Compensation Committee are independent directors under the Board’s Director Independence Criteria and applicable regulatory and listing standards.


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See the Compensation Committee Report below. The Compensation Committee Charter is available on the Corporate Governance page on our website at www.WyndhamWorldwide.com.
 
This excerpt taken from the WYN DEF 14A filed Mar 17, 2008.
Compensation Committee
 
Responsibilities include:
 
Establishes executive compensation policy consistent with corporate objectives and shareholder interests.
 
Reviews and determines elements of CEO and other senior management compensation.
 
Administers equity grants under our compensation plans.
 
All members of the Compensation Committee are independent directors under the Board’s Director Independence Criteria and applicable regulatory and listing standards.
 
See the Compensation Committee Report below. The Compensation Committee Charter is available on the Investor Center page on our website at www.WyndhamWorldwide.com.
 
This excerpt taken from the WYN DEF 14A filed Mar 13, 2007.
Compensation Committee
 
Responsibilities include:
 
l    Establishes executive compensation policy consistent with corporate objectives and shareholder interests.
 
l    Reviews and determines elements of CEO and other senior management compensation.
 
l    Administers grants under our compensation plans.
 
All members of the Compensation Committee are independent directors under the Board’s Director Independence Criteria and applicable regulatory and listing standards.
 
See the Compensation Committee Report below. The Compensation Committee Charter is available on the Investor Center page on our website (www.wyndhamworldwide.com).
 
Cendant’s compensation committee retained Frederic W. Cook & Co., Inc. as third party advisor and employed them to provide independent advice and evaluation on the compensation packages of Cendant’s executives, including our CEO, effective for 2006.
 
In October 2006, Hewitt Associates was retained by our Compensation Committee as a third-party advisor to provide independent advice, research, and evaluation related to executive compensation. In this capacity, Hewitt Associates reports directly to the Compensation Committee. Hewitt Associates has been retained to provide our Compensation Committee with the following services upon request: competitive market pay analyses including total compensation measurement services, proxy data studies, dilution analyses and market trends; ongoing support with regard to the latest relevant legal, regulatory and accounting considerations impacting compensation and benefit programs; assistance with the redesign of any compensation or benefit programs, if needed; and preparation for and attendance at selected management, committee and Board meetings.


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This excerpt taken from the WYN 8-K filed Jul 19, 2006.

Compensation Committee

The Compensation Committee of our Board is expected to be comprised of Mr. Mulroney (Chairman) and Mses. Richards and Biblowit. Our Compensation Committee will have oversight responsibility for the compensation programs for our executive officers and other employees. All members of our Compensation Committee will be required to be independent directors as required by (i) the listing standards of the NYSE, (ii) relevant federal securities laws and regulations, including Section 16 of the Exchange Act, (iii) Section 162(m) of the Code and (iv) our Corporate Governance Principles.

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