Pep Boys 2013 Annual Report Download - page 25

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20
The Compensation Committee has the sole authority to retain and terminate a compensation consultant and to
approve the consultant’s fees and all other terms of the engagement. The Compensation Committee has direct access
to outside advisors and consultants throughout the year. In connection with establishing compensation levels for
fiscal 2013, Pay Governance advised the Compensation Committee on the then-current competitiveness of our
program design and total compensation levels. Representatives of Pay Governance regularly attended committee
meetings and also communicated with the chair of the Compensation Committee outside of meetings. Pay
Governance worked with management (including the President & Chief Executive Officer, Senior Vice President -
Human Resources and Senior Vice President – General Counsel & Secretary) from time-to-time for purposes of
gathering information and reviewing and providing input to management on proposals and materials that
management presented to the Compensation Committee. Pay Governance was engaged directly by the
Compensation Committee and did not provide any additional services to the Company in fiscal 2013.
The Compensation Committee and the Board of Directors consider our overall compensation levels for the
named executive officers to be reasonable and appropriate and believe that our executive compensation program
achieves the objectives outlined at the beginning of this summary.
Components of Compensation.
The compensation provided our named executive officers, consists of base salaries, short-term cash incentives,
long-term equity incentives, retirement plan contributions in the following proportions, at target levels:
President & CEO
27%
27%
14%
32%
Salary
Bonus
Equity
Retirement
SVP
22%
11%
19%
48%
Base Salary. The Compensation Committee reviews base salaries annually to reflect the experience, performance
and scope of responsibility of each named executive officers and to ensure that executive salaries are appropriate to
retain highly qualified individuals. The full Board measures the President & Chief Executive Officer’s individual
performance during the applicable fiscal year in the areas of strategic planning and execution, leadership, financial
results, management development and succession planning, key stakeholder focus, ethics and Board relations, based
upon individual assessments completed by each Director. The Compensation Committee reviews the President &
Chief Executive Officer’s assessments of the other named executive officers’ individual performance during the
applicable fiscal year in the areas of core and positional competencies. Salary adjustments are then made taking into
account the performance assessment, the relative position of each named executive officer’s current salary within the
market range for his position, and the budgeted percentage increase for all officers as a group.
For fiscal 2013, the Compensation Committee recommended, and the full Board approved, the following salary
adjustments:
Title Salary Adjustment
President & CEO 0%
Executive Vice President 0%
Senior Vice President 2%
The starting salaries for Messrs. Adams and Flanagan were established, in consultation with Pay Governance, at
EVP
39%
19%
13%
29%