This excerpt taken from the WYN DEF 14A filed Mar 13, 2007.
Separation from Cendant. During 2005 and 2006 Cendants compensation committee met on numerous occasions to, among other things, determine and approve the employment agreement for our CEO. We subsequently entered into employment agreements with our other named executive officers.
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 Committees 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.
Ratification of Prior Actions. In October 2006 our Compensation Committee reviewed the actions of Cendants compensation committee as they applied to our CEO and ratified the employment agreements of our other named executive officers.
Managements Role. Management plays a significant role in the compensation-setting process. The most significant aspects of managements role are evaluating employee performance, establishing business performance targets and objectives, and recommending salary levels and equity awards. Our CEO works with the Compensation Committee in establishing the agenda for committee meetings. Management also prepares meeting information for each Compensation Committee meeting. Our CEO also participates in Compensation Committee meetings at the committees request to provide background information regarding our strategic objectives, his evaluation of the performance of the senior executive officers and compensation recommendations as to senior executive officers (other than himself). The CEO is not involved in setting his own compensation. CEO compensation is exclusive responsibility of the Compensation Committee.
This excerpt taken from the WYN 10-K filed Mar 7, 2007.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is included in the Proxy Statement under the captions Executive Compensation and Committees of the Board and is incorporated by reference in this report.
The information required by this item is included in the Proxy Statement under the captions Ownership of Company Stock and Equity Compensation Plan Information and is incorporated by reference in this report.