Time Warner Cable 2015 Annual Report Download - page 36

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Mr. Jain. Mr. Jain joined the Company as Chief Operating Officer in January 2014. In determining the
appropriate compensation for Mr. Jain, the Compensation Committee considered the Company’s key compensation
principles, compensation for chief operating officers, and similar senior management positions, in the Primary Peer
Group, Secondary Peer Group, general survey data and internal comparisons and the Company’s desire to attract
and retain a cable executive of Mr. Jain’s stature, experience and reputation to lead its operations. In light of its
review, the Compensation Committee established the following target TDC for Mr. Jain: (a) an annual base salary
of $1,000,000; (b) an annual discretionary cash bonus with a target amount of $2,500,000; and (c) annual LTI with a
target value of $4,000,000.
Dinesh C. Jain
2014
Target Direct Compensation
Total: $7,500,000
Annual Bonus
Target
($2,500)
33%
Base Salary
($1,000)
13%
(
$ in thousands
)
Performance-based compensation
represents 87% of target TDC
LTI Target
($4,000)
54%
In setting Mr. Jain’s compensation, the Compensation Committee noted that his target TDC was slightly
below the median for comparable executive officer positions in the Primary Peer Group and above the median for
chief operating officers in general survey data. The Compensation Committee also determined that it was
appropriate to weight his TDC most heavily (87%) toward performance-based compensation.
Mr. Jain was previously employed by Insight Communications Company, Inc. (“Insight”), which was
acquired by the Company in 2012. In connection with the acquisition and the subsequent termination of
Mr. Jain’s employment by Insight, Mr. Jain was entitled to certain related severance benefits and, in 2014,
received a total of $742,283 of salary continuation and bonus payments from the Company. These severance
benefits were not taken into account in the Compensation Committee’s TDC determination when Mr. Jain was
hired for his current role as the Company’s Chief Operating Officer. See “—Employment Agreements—Dinesh
C. Jain.”
Mr. Minson. Mr. Minson joined the Company as Executive Vice President and Chief Financial Officer in
May 2013. In determining the appropriate compensation for Mr. Minson, the Compensation Committee
considered the Company’s key compensation principles, compensation for chief financial officers in the Primary
Peer Group, Secondary Peer Group, general survey data, internal comparisons and the Company’s desire to
attract and retain an executive of Mr. Minson’s stature, experience, especially in related industries, and
reputation. In light of its review, the Compensation Committee established the following target TDC for
Mr. Minson: (a) an annual base salary of $900,000; (b) an annual discretionary cash bonus with a target amount
of $1,350,000; and (c) annual LTI with a target value of $3,250,000.
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