Time Warner Cable 2015 Annual Report Download - page 34

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Principle Compensation Goal Compensation Practice
Balance incentives Focus executives on both short-
term and long-term objectives.
The Company believes its mix
of short-term and long-term
incentives, with a larger
proportion of long-term
incentives, encourages focus on
both long-term strategic
objectives and shorter-term
business objectives without
introducing excessive risk.
Encourage appropriate risk-taking Encourage neither excessive risk-
taking nor inappropriate
conservatism in decisionmaking.
Compensate competitively Consider the competitive
marketplace for talent inside and
outside the Company’s industry to
attract and retain talented
executives in light of the risk of
losing (and the difficulty of
replacing) the relevant executive.
Total target and actual
compensation are established to
be externally competitive and
internally equitable.
Consider internal equity Seek to ensure comparable
compensation for executives with
comparable roles and
organizational value.
2014 Executive Compensation Decisions
General Factors Considered in Determining Annual Compensation Levels
The Compensation Committee has generally reviewed each named executive officer’s target compensation
annually, although, in recent years, changes have been made only in the case of entry into a new or extended
employment agreement or when the executive’s role or responsibilities change. The following factors, among
others, are considered in determining compensation:
• executive-specific items, such as the compensation previously provided to the executive, the
executive’s performance and potential, the importance of retaining the executive, the executive’s role
and tenure in the role and the executive’s importance to succession planning;
• the value and structure of compensation provided to individuals in similar positions at peer companies
to ensure competitiveness and within the Company, to ensure internal equity;
• whether the proposed compensation is consistent with the Company’s compensation philosophy and
key compensation principles, each as described above;
• the Company’s overall performance; and
• stockholder return.
2014 Base Salary and Target Incentive Compensation Determinations
Each named executive officer’s 2014 target total direct compensation (“TDC”) is set out below. Target TDC
is comprised of annual base salary, target annual cash bonus (short-term incentive) and target annual LTI. As
noted below, the Compensation Committee, working with its independent consultant, reviewed a wide range of
information in setting TDC and structuring these compensation packages.
The TDC discussion and charts below do not include the impact of the Supplemental Bonus Program or
retention equity awards, which were intended as one-time programs designed to address the Company’s specific
and immediate needs during the pendency of the Comcast merger. These merger-related special programs are
discussed in detail below under “2014 Short-Term Incentive Program—Annual Cash Bonus—Supplemental
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