Time Warner Cable 2015 Annual Report Download - page 35

Bonus Program” and “2014 Long-Term Incentive Program—Equity-Based Awards—Merger-Related Retention
Equity Awards.”
2014 Target Total Direct Compensation
Name Base Salary Target Annual Bonus Target LTI
Target Total
Direct Compensation
Robert D. Marcus ............. $1,500,000 $ 5,000,000 $ 7,500,000 $ 14,000,000
Dinesh C. Jain ................ $1,000,000 $ 2,500,000 $ 4,000,000 $ 7,500,000
Arthur T. Minson, Jr. .......... $ 900,000 $ 1,350,000 $ 3,250,000 $ 5,500,000
Marc Lawrence-Apfelbaum ..... $ 650,000 $ 650,000 $ 1,575,000 $ 2,875,000
Peter C. Stern(1) ............... $ 625,000 $ 625,000 $ 1,300,000 $ 2,550,000
(1) Mr. Stern’s 2014 annual base salary and target annual bonus are prorated to reflect increases for 2014 approved by
the Compensation Committee in July 2014, as discussed below.
Mr. Marcus. Mr. Marcus became the Company’s Chairman and Chief Executive Officer on January 1,
2014. In July 2013, in conjunction with the Board’s decision to appoint Mr. Marcus to the positions of Chairman
and Chief Executive Officer effective upon the retirement of Glenn A. Britt from those positions, the Company
and Mr. Marcus entered into a new employment agreement that, among other things, established the
compensation for his new role. See “—Employment Agreements—Robert D. Marcus.” In connection with its
compensation decisions under that agreement, the Compensation Committee considered the Company’s key
compensation principles, the importance of Mr. Marcus’s position as well as compensation levels for chief
executive officer positions in the Primary Peer Group, Secondary Peer Group (as defined and listed below) and
general survey data and decided to increase Mr. Marcus’s annual base salary, target annual bonus and target LTI
value commencing in 2014 upon his service as Chairman and Chief Executive Officer. In light of its review, the
Compensation Committee established the following 2014 TDC for Mr. Marcus: (a) an annual base salary of
$1,500,000; (b) an annual discretionary cash bonus with a target amount of $5,000,000; and (c) annual LTI with
a target value of $7,500,000. These new targets served to further weight Mr. Marcus’s pay mix toward
performance-based and long-term incentives, which the Compensation Committee considered appropriate in light
of Mr. Marcus’s responsibilities and role at the Company.
Robert D. Marcus
2014
Target Direct Compensation
Total: $14,000,000
Annual Bonus
Target
($5,000)
36%
Base Salary
($1,500)
11%
(
$ in thousands
)
Performance-based compensation
represents 89% of target TDC
LTI Target
($7,500)
53%
In reviewing Mr. Marcus’s compensation, the Compensation Committee noted that Mr. Marcus’s target
TDC was below the median for chief executive officers in the Primary Peer Group, and below that of Glenn A.
Britt, the Company’s former Chief Executive Officer. The Compensation Committee also determined that it was
appropriate to continue to weight Mr. Marcus’s TDC most heavily (89%) toward performance-based
compensation in the belief that this compensation structure would best focus Mr. Marcus on achieving the
Company’s strategic and business objectives. In addition, pursuant to the terms of his 2013 employment
agreement and in connection with his appointment as Chairman and Chief Executive Officer, Mr. Marcus
received a special LTI award in 2014 with a grant value of approximately $2,000,000, which was awarded in the
form of RSUs, consistent with the form of the annual LTI awards made to the other executive officers in 2014.
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