Time Warner Cable 2015 Annual Report Download - page 46

Compensation Decision Process
Oversight and Authority for Executive Compensation
Under its charter, the Compensation Committee has authority and oversight over all elements of the
Company’s executive compensation program, including:
• salaries;
• short-term incentives;
• long-term incentives, including equity-based awards;
• employment agreements for the named executive officers, including any change-in-control or
severance provisions or personal benefits set forth in those agreements;
• severance and change-in-control arrangements, if any, for the named executive officers that are not part
of their employment agreements; and
• employee benefits and perquisites.
The Compensation Committee’s charter states that, in determining compensation levels for each named
executive officer, the Compensation Committee should consider, among other factors, the Company’s overall
performance, stockholder return, the achievement of specific performance objectives established by the
Compensation Committee on an annual basis, compensation previously provided to the executive, the value of
compensation provided to individuals in similar positions at peer companies and the Company’s general
compensation policy.
Role of Management and Compensation Consultants
Although the Compensation Committee has authority and oversight over compensation for the named
executive officers, members of management, including Robert D. Marcus, now Chairman and Chief Executive
Officer (and President and Chief Operating Officer during 2013); Glenn A. Britt (during 2013 in his capacity as
Chairman and Chief Executive Officer); Peter C. Stern, Executive Vice President and Chief Products, People and
Strategy Officer; and Paul L. Gilles, Senior Vice President, People Strategy and Compensation during 2013
(collectively, “Management”), provide recommendations for the Compensation Committee’s consideration (other
than with respect to the Company’s Chairman and CEO). Management also provides ongoing assistance to the
Compensation Committee with respect to its review of the effectiveness of the Company’s executive
compensation programs. The Company also, from time to time, engages consulting firms (independent of those
engaged by the Compensation Committee) to assist Management in evaluating the Company’s executive
compensation policies and practices.
During 2014, the Compensation Committee retained ClearBridge Compensation Group (“ClearBridge”) as
its sole compensation advisor. The Company paid ClearBridge an annual retainer, plus additional amounts for
special projects that the Compensation Committee requested. In connection with the retention, the Compensation
Committee determined that ClearBridge had the necessary experience, skill and independence to advise the
Committee. The Compensation Committee believes that ClearBridge’s service as its compensation advisor does
not create any conflict of interest, after considering, among other things: (i) the absence of other services
provided to the Company; (ii) the level of fees paid by the Company to ClearBridge compared to its total
revenue; (iii) policies and procedures designed to prevent conflicts of interest; (iv) the absence of business or
personal relationships with a member of the Compensation Committee other than related to its retention by the
Committee; (v) the absence of any business or personal relationships with any executive officer of the Company
other than related to its retention by the Committee; and (vi) its restrictions on Common Stock ownership. The
Compensation Committee plans to review its determination annually.
During 2014, ClearBridge reported directly to the Compensation Committee, providing assistance and
advice to it in carrying out its principal responsibilities. The Compensation Committee consulted with
ClearBridge with respect to all significant 2014 compensation decisions and determinations. In this advisory role,
ClearBridge attended and participated in all Compensation Committee meetings, including executive sessions
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