First Data 2013 Annual Report Download - page 134

Base Salary
Base salary forms the foundation of the Company’s compensation program. Base salaries for executives reflect market competitive levels (as described
above) and factors unique to each executive such as scope of responsibilities, individual skill set, experience level, time in role, pay relative to internal peers
and base pay in previous roles before coming to FDC.
During 2013, two executives received base pay increases. Ray Winborne received a base increase from $600,000 to $675,000, effective March 1,
2013. On May 7, 2013 at the time of his appointment as Vice Chairman, Edward Labry’s base pay was increased from $1,000,000 to $1,100,000, retroactive
to January 1, 2013.
At this time, no pay increases are planned for 2014. Base pay for executives as of December 31, 2013 is as follows:


Frank J. Bisignano, Chief Executive Officer $1,500,000
Edward A. Labry III, Former Interim CEO and Current Vice Chairman $1,100,000
Ray E. Winborne, Executive Vice President & Chief Financial Officer $ 675,000
Guy Chiarello, First Data President $1,000,000
Christine Larsen, Executive Vice President, Chief Operations Officer $650,000
Himanshu Patel, Executive Vice President, Strategy and Business Development $500,000
Annual Cash Incentives
Plan Design and Mechanics
Executive officers are eligible to receive a performance-based annual cash incentive under the SEIP. SEIP payouts to executive officers are based first
and foremost on Company performance during the fiscal year and secondarily based on individual contributions and results during the year. To accomplish
this objective, the Committee approved a fully discretionary funding structure for 2013 for the SEIP. This structure was deemed most appropriate to ensure
the Committee maintained the discretion and ability to appropriately incent and reward the performance of each executive based upon all factors relevant to the
evaluation of company performance.
Mr. Labry had a minimum opportunity of $1,000,000 approved by the Committee in conjunction with his appointment as Vice Chairman. All other
newly hired executives during the year had minimum cash incentives for 2013 approved by the Committee during the hiring process. Mr. Bisignano’s
employment agreement provided for a 2013 cash bonus in an amount that results in being paid by both the Company and his prior employer, in the form of
base salary and cash incentive payments at least $4.75 million in the 2013 taxable year. Minimum bonuses for Mr. Chiarello, Mr. Patel and Ms. Larsen were
$2,500,000, $1,000,000 and $1,250,000 respectively.
The Committee has approved cash bonuses for the 2013 plan year as follows. In 2014, no current executives will have any minimum cash incentive
amounts and all awards will be completely performance based.

 $ 3,704,161
 $ 1,168,000
 $1,000,000
 $2,500,000
 $1,250,000
 $1,000,000
Equity
As described above, equity compensation is at the heart of the Company’s compensation philosophy. Incumbent executives received equity awards in
2013 to further bolster the role equity plays in their total compensation opportunity. Mr. Bisignano made a significant personal investment to purchase shares
of stock in addition to receiving restricted stock grants to replace equity holdings in his previous employer’s company which were relinquished upon his
hiring by FDC. Other new executives, including Ms. Larsen, Mr. Patel and Mr. Chiarello also received restricted stock grants for this purpose. The
Committee also granted options to each new executive in proportion to their investment, whether that investment was made directly or via relinquishment of
previously held equity.
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