|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. Compensation
Committee Matters
Wyndham Worldwide Compensation Committee. The
Committee is responsible for establishing executive compensation
policies and programs consistent with corporate objectives and
shareholder interests. The Committee operates under a written
charter adopted by the Board. The charter is reviewed on an
annual basis and revised as appropriate. The Committee’s
membership is determined by the Board and is composed entirely
of independent directors. The Committee Chair reports at our
Board meetings on Committee actions and recommendations.
Executive Compensation Consultant. For 2008
and 2009, Hewitt Associates was retained by the Committee as a
third-party advisor to provide independent advice, research and
evaluation related to executive compensation. In this capacity,
the Committee utilizes reports and analyses prepared by Hewitt
Associates. Hewitt Associates was retained to provide the
Committee with competitive market pay analyses including total
compensation measurement services, proxy data studies and market
trends.
Management’s Role. Our management plays a
significant role in our executive compensation process including
evaluating executive performance and recommending performance
targets for incentive compensation, salary increases and equity
awards. Our CEO works with the Committee in establishing the
agenda for Committee meetings and management prepares and
distributes meeting information to Committee members. Our CEO
also participates in Committee meetings at the Committee’s
request to provide background information regarding our
strategic objectives, his evaluation of the performance of the
senior executives and compensation recommendations for senior
executives (other than himself). Our CEO is not involved in
setting his own compensation, which is the exclusive
responsibility of the Committee.
This excerpt taken from the WYN DEF 14A filed Mar 17, 2008. Compensation
Committee Matters
Wyndham Worldwide Compensation Committee. Our
Compensation Committee is responsible for establishing executive
compensation policies and programs consistent with corporate
objectives and shareholder interests. The Compensation Committee
operates under a written charter adopted by the Board. The
charter is reviewed on an annual basis and revised as
appropriate. The Committee’s membership is determined by
the Board and is composed entirely of independent directors. The
Compensation Committee Chair reports on Compensation Committee
actions and recommendations at our Board meetings.
Executive Compensation Consultant. For 2007
and 2008, 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, our Compensation Committee
utilizes reports and analyses prepared by Hewitt Associates.
Hewitt Associates was retained to provide our Compensation
Committee with competitive market pay analyses including total
compensation measurement services, proxy data studies and market
trends.
Management’s Role. Our management plays a
significant role in our executive compensation process including
evaluating executive performance, recommending performance
targets for incentive compensation and recommending salary
increases and equity awards. Our CEO works with the Compensation
Committee in establishing the agenda for committee meetings and
management prepares and distributes meeting information to
committee members. Our CEO also participates in Compensation
Committee meetings at the committee’s request to provide
background information regarding our strategic objectives, his
evaluation of the performance of the senior executives and
compensation recommendations for senior executives (other than
himself). Our CEO
Table of Contents
| EXCERPTS ON THIS PAGE:
|
| |||||||
