Time Warner Cable 2015 Annual Report Download - page 32

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Executive Compensation Principles and Practices
Compensation Practices Checklist
The Company and the Compensation Committee regularly monitor best practices and emerging trends in
executive compensation. In addition, from time to time, the Company communicates with significant institutional
stockholders and other interested constituencies to discuss the design and operation of its executive compensation
and governance programs. The current practices reflect the enhancements that the Company has made over the
years to strengthen its compensation practices.
The listing below identifies compensation practices that are (and, where noteworthy, are not) incorporated
into the Company’s compensation programs as of the date of this Proxy Statement and, to the extent relevant,
provides the location of the discussion of the practice in this Proxy Statement.
Compensation Practice
TWC’s
Compensation
Practices
Discussion in Proxy
Statement
Stock ownership requirements with a retention
component and hedging restrictions YES
Compensation Discussion & Analysis
(“CD&A”)—“Ownership and Retention
Requirements; Hedging Policy”
Multiple performance metrics for the annual
incentive program YES CD&A—“2014 Short-Term Incentive
Program—Annual Cash Bonus”
Clawback capabilities YES “Employment Agreements”
Change in control “double-trigger” for equity
award vesting acceleration and severance benefits YES “Potential Payments upon a Change in
Control”
Limits on executive annual incentive
compensation (bonuses capped notwithstanding
performance better than maximum range)
YES CD&A—“2014 Short-Term Incentive
Program—Annual Cash Bonus”
Performance-based vesting conditions for long-
term equity incentive awards (“LTI”); awards are
forfeited if conditions are not met
YES CD&A—“2014 Long-Term Incentive
Program—Equity-Based Awards”
Pay tallies used to assist in compensation
decisions YES CD&A—“The Use of Pay Tallies”
Limits on Pension Plan benefits (eligible
compensation capped at $350,000 per year) YES “Pension Plans”
Restrictive covenants and non-compete protections YES “Employment Agreements”
Peer-of-peer analysis YES CD&A—“The Role of Competitive
Comparisons”
Competitive employment market analysis YES CD&A—“The Role of Competitive
Comparisons”
Limited number of perquisites YES CD&A—“Perquisites”
“Golden parachute” tax gross-ups NO n.a.
Above market or guaranteed earnings in non-
qualified deferred compensation program NO n.a.
Supplemental executive health benefits NO n.a.
Repricing of stock options without express
stockholder approval NO n.a.
Executive officers with pledged TWC Common
Stock NONE “Security Ownership”
26