Abercrombie & Fitch 2012 Annual Report Download - page 55

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Table of Contents
The Company offers a life insurance benefit for all full-time associates equal to two times base salary. For Vice Presidents and above, the death benefit
is set at four times base salary.
The Company offers a long-term disability benefit to all full-time associates which covers 60% of base salary for the disability period. In addition, the
Company offers an Executive Long-Term Disability Plan for all associates earning over $200,000 in base salary which covers an additional 15% of base
salary and 75% of target annual cash incentive compensation for the disability period.
The Company does not offer perquisites to its executive officers that are not widely available to all full-time associates, with the exception of the CEO,
who is currently provided certain perquisites, including supplemental life insurance, personal security, and limited personal use of Company aircraft, as more
fully described in the footnotes to the "Fiscal 2011 Summary Compensation Table" on page 57. At the time the CEO's employment agreement was entered
into or amended, as applicable, the Compensation Committee carefully considered the provision of these benefits, including limited aircraft use and personal
security, and approved those benefits out of concern for the CEO's safety and his extensive travel schedule.
Role of the Compensation Committee
In making executive compensation decisions, the Compensation Committee is advised by both an independent compensation consultant and
independent outside counsel, Gibson, Dunn & Crutcher LLP ("Gibson Dunn"). In Fiscal 2011, Pearl Meyer served as the Committee's compensation
consultant until November when the Committee retained Compensation Advisory Partners LLC ("CAP"). The only services that CAP and Gibson Dunn
perform for the Company are at the direction of the Compensation Committee. In addition, the only services that Pearl Meyer performed for the Company
were at the direction of the Compensation Committee. None of CAP, Gibson Dunn and Pearl Meyer provided any services to the Company in Fiscal 2011
other than executive and director compensation consulting and advisory services. In this regard, the Compensation Committee has adopted a policy regarding
the use of outside compensation consultants that provides as follows:
If the Committee retains a compensation consultant to provide advice, information and other services to the Committee relating to the
compensation of the Company's Chief Executive Officer, its officers identified in Rule 16a-1(f) under the Exchange Act or its non-associate directors or
other matters within the responsibility of the Committee, such consultant may only provide services to, or under the direction of, the Committee and is
prohibited from providing any other services to the Company.
The Compensation Committee has the right to terminate the services of the outside counsel and the compensation consultant at any time. While the
Compensation Committee retains Gibson Dunn and CAP directly, Gibson Dunn and CAP interact with the Company's Senior Vice President of Human
Resources, the Company's office of General Counsel and the Company's CFO and their respective staffs in carrying out assignments in order to obtain
compensation and performance data for the executive officers and the Company. In addition, the Compensation Committee's advisors may, at their discretion,
seek input and feedback from management of the Company regarding their work product prior to presentation to the Compensation Committee in order to
confirm information is accurate or address other similar issues. Representatives from Gibson Dunn and CAP are present at all Compensation Committee
meetings, and generally attend executive sessions of the Committee. Both firms provide independent perspectives on any management proposals.
Decisions regarding the compensation of the CEO and the other NEOs are made solely by the Compensation Committee, although it does receive input
from its independent advisors and management of the Company. The CEO provides recommendations for the compensation of the other NEOs. The CEO also
provides input regarding his own goals, targets and performance. The Compensation Committee often requests certain Company executive officers to be
present at Compensation Committee meetings where executive compensation and Company and individual performance are discussed and evaluated so they
can provide input into the decision-making process. Executive officers may provide insight, suggestions or recommendations regarding executive
compensation during periods of general discussion, but do not have a vote in any decision-making.
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