YHOO » Topics » Independent Consultant and Peer Group

This excerpt taken from the YHOO DEF 14A filed Apr 29, 2009.

Independent Consultant and Peer Group

The Compensation Committee’s practice has been to retain independent compensation consultants to provide advice in carrying out the Compensation Committee’s responsibilities. For 2008, the Compensation Committee retained the consulting firm of Frederic W. Cook & Co., Inc. for this purpose. Frederic W. Cook & Co. advised the Compensation Committee with respect to trends in executive compensation, selection of peer companies, determination of pay programs, assessment of competitive pay levels and mix (e.g., proportion of fixed pay to incentive pay, proportion of annual cash pay to long-term incentive pay), and setting compensation levels. In setting compensation levels, the Compensation Committee considers peer company data obtained and evaluated by Frederic W. Cook & Co., and also considers compensation survey data compiled from the Mercer U.S. Benchmark Database—Executive Positions and data included in the Radford Executive Survey. The Compensation Committee reviews this information to inform its decisions on executive compensation arrangements, including the competitive reasonableness of the arrangements.

In consultation with Frederic W. Cook & Co., the Compensation Committee considered compensation data for the following companies for 2008: Amazon.com Inc., Adobe Systems Incorporated, Apple Inc., eBay Inc., Electronic Arts Inc., EMC Corporation, Expedia, Inc., Google Inc., IAC/InterActiveCorp, Intuit Inc., Juniper Networks, Inc., Microsoft Corporation, NetApp, Inc., News Corp., Oracle Corporation, QUALCOMM Incorporated, SAP AG, Sun Microsystems, Inc., Symantec Corporation, Time Warner Inc., Viacom Inc., and The Walt Disney Company. We refer to this group of companies as our “peer group” or our “peer companies” for 2008. The peer group companies are selected because, in a broad sense, they have technology and/or media components of their businesses that are similar to the Company’s business and they share similar market capitalization and other financial characteristics with the Company. However, given the breadth of the Company’s business and the rapidly changing environment in which the Company competes, it is very difficult to identify directly comparable companies. Each peer group company is comparable to the Company in certain respects or areas of our business but not others. Factors such as whether the founders run the company or outside executives have been hired also affect executive compensation comparisons among peer companies, as well as the way that the companies structure their top-management organizations. The Compensation Committee believes that the nature of our business and the environment in which we operate requires flexibility in setting compensation based on a consideration of all facts and circumstances with respect to each executive. As a result, the Compensation Committee does not base its decisions on targeting compensation to specific bench-marks against the peer group. Instead, the role of peer group compensation data is to generally inform the Compensation Committee regarding competitive pay levels.

In addition, in determining the compensation arrangement for Mr. Balogh upon his recruitment to the Company, the Compensation Committee considered input from Frederic W. Cook & Co., Inc., as well as input from Compensia, Inc., a compensation consulting firm that was retained by management to provide assistance in preparing recommendations for Mr. Balogh’s arrangement.

 

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These excerpts taken from the YHOO 10-K filed Apr 29, 2008.
Independent Consultant and Peer Group
 
The Compensation Committee’s practice has been to retain independent compensation consultants to help identify appropriate peer group companies and to obtain and evaluate current executive compensation data for these companies. For 2007, the Compensation Committee retained the consulting firm of Frederic W. Cook & Co., Inc. for this purpose. Frederic W. Cook & Co. advised the Compensation Committee with respect to trends in executive compensation, determination of pay programs, assessment of competitive pay levels and mix (e.g., proportion of fixed pay to incentive pay, proportion of annual cash pay to long-term incentive pay), and setting compensation levels. Frederic W. Cook & Co. also provided advice to the Compensation Committee as it considered Ms. Decker’s compensation arrangements described above. In setting compensation levels, the Compensation Committee also considers compensation survey data compiled from the Mercer Benchmark Database — Executive Positions and data included in the Radford Executive Survey. The Compensation Committee reviews the information provided by Frederic W. Cook & Co. and obtained from these surveys to inform its decisions on executive compensation arrangements, including the competitive reasonableness of arrangements.
 
In consultation with Frederic W. Cook & Co., the Compensation Committee selected the following companies as our peer group companies for 2007: Amazon.com Inc., Adobe Systems Incorporated, Apple Inc., eBay Inc., Electronic Arts Inc., EMC Corporation, Expedia, Inc., Google Inc., IAC/InterActiveCorp, Intuit Inc., Juniper


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Networks, Inc., Network Appliance, Inc., News Corp., Oracle Corporation, QUALCOMM Incorporated, SAP AG, Symantec Corporation, Time Warner Inc., Viacom Inc., and The Walt Disney Company. Given the breadth of the Company’s business and the rapidly changing environment in which the Company competes, it is very difficult to identify comparable companies. Each peer group company is comparable to the Company in certain respects or areas of our business but not others. Factors such as whether the founders run the company or outside executives have been hired also affect executive compensation comparisons among peer companies, as well as the way that the companies structure their top-management organizations. The Compensation Committee believes that the nature of the Company’s business and the environment in which we operate requires flexibility in setting compensation based on a consideration of all facts and circumstances with respect to each executive. As a result, the Compensation Committee does not base its decisions on targeting compensation to specific bench-marks against the peer group. Instead, the role of peer group compensation data is to generally inform the Compensation Committee regarding competitive pay levels.
 
Independent
Consultant and Peer Group



 



The Compensation Committee’s practice has been to retain
independent compensation consultants to help identify
appropriate peer group companies and to obtain and evaluate
current executive compensation data for these companies. For
2007, the Compensation Committee retained the consulting firm of
Frederic W. Cook & Co., Inc. for this purpose.
Frederic W. Cook & Co. advised the Compensation
Committee with respect to trends in executive compensation,
determination of pay programs, assessment of competitive pay
levels and mix (e.g., proportion of fixed pay to incentive pay,
proportion of annual cash pay to long-term incentive pay), and
setting compensation levels. Frederic W. Cook & Co.
also provided advice to the Compensation Committee as it
considered Ms. Decker’s compensation arrangements
described above. In setting compensation levels, the
Compensation Committee also considers compensation survey data
compiled from the Mercer Benchmark Database —
Executive Positions and data included in the Radford Executive
Survey. The Compensation Committee reviews the information
provided by Frederic W. Cook & Co. and obtained from
these surveys to inform its decisions on executive compensation
arrangements, including the competitive reasonableness of
arrangements.


 



In consultation with Frederic W. Cook & Co., the
Compensation Committee selected the following companies as our
peer group companies for 2007: Amazon.com Inc., Adobe Systems
Incorporated, Apple Inc., eBay Inc., Electronic Arts Inc., EMC
Corporation, Expedia, Inc., Google Inc., IAC/InterActiveCorp,
Intuit Inc., Juniper





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Networks, Inc., Network Appliance, Inc., News Corp., Oracle
Corporation, QUALCOMM Incorporated, SAP AG, Symantec
Corporation, Time Warner Inc., Viacom Inc., and The Walt Disney
Company. Given the breadth of the Company’s business and
the rapidly changing environment in which the Company competes,
it is very difficult to identify comparable companies. Each
peer group company is comparable to the Company in certain
respects or areas of our business but not others. Factors such
as whether the founders run the company or outside executives
have been hired also affect executive compensation comparisons
among peer companies, as well as the way that the companies
structure their top-management organizations. The Compensation
Committee believes that the nature of the Company’s
business and the environment in which we operate requires
flexibility in setting compensation based on a consideration of
all facts and circumstances with respect to each executive. As
a result, the Compensation Committee does not base its decisions
on targeting compensation to specific bench-marks against the
peer group. Instead, the role of peer group compensation data is
to generally inform the Compensation Committee regarding
competitive pay levels.


 




This excerpt taken from the YHOO DEF 14A filed Apr 30, 2007.
Independent Consultant and Peer Group
 
The Compensation Committee’s practice has been to retain independent compensation consultants to help identify appropriate peer group companies and to obtain and evaluate current executive compensation data for these companies. For 2006, the Compensation Committee retained the consulting firm of Frederic W. Cook & Co., Inc. for this purpose. In consultation with Frederic W. Cook & Co., the Compensation Committee selected the following companies as our peer group companies for 2006: Amazon.com, AT&T Inc., Cisco Systems, Inc., eBay Inc., Google Inc., IAC/InterActiveCorp, Intel Corporation, Intuit Inc., Microsoft Corporation, Oracle Corporation, Inc., Time Warner Inc., Viacom Inc., and Walt Disney Co. Given the breadth of the Company’s business and the rapidly changing environment in which the Company competes, it is very difficult to identify a single comparable peer company. Each peer group company is comparable to the Company in certain respects or areas of our business but not others. Factors such as whether the founders run the company or outside executives have been hired also affect executive compensation comparisons among peer companies. As a result, the Company looks at this peer group but also considers additional companies, including start-ups and private companies, from time to time for informational purposes. Specifically, Frederic W. Cook & Co. advised the Compensation Committee with respect to trends in executive compensation, determination of pay programs, assessment of competitive pay levels and mix (e.g., proportion of fixed pay to incentive pay, proportion of annual cash pay to long-term incentive pay), and setting compensation levels. The Compensation Committee reviews this information to inform its decisions on executive compensation arrangements, including the competitive reasonableness of arrangements. The Compensation Committee does not base its decisions on targeting compensation to specific bench-marks against the peer group. The Compensation Committee believes that the nature of the Company’s business and the environment in which it operates requires it to retain flexibility in setting compensation based on a consideration of all facts and circumstances with respect to each executive.


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