Time Warner Cable 2015 Annual Report Download - page 49

result of Management’s report on its and Compensation Committee members’ engagement with the Company’s
stockholders in connection with the 2014 say-on-pay vote and generally, the Compensation Committee believes
that this vote indicates stockholders’ general support of the Company’s approach to executive compensation, but
a lower level of enthusiasm for the special retention equity awards made in connection with the Comcast merger.
As discussed above, the Compensation Committee viewed these awards as part of a critical retention program to
support the Company’s ongoing business needs and goals during the pendency of the Comcast merger and not as
a component of the Company’s regular annual compensation. The Committee believes that these programs
reflect the Company’s philosophy and goals and have been effective at creating value for the Company’s
stockholders by motivating and retaining executives to achieve the Company’s objectives. As a result, the
Compensation Committee did not change its compensation approach in 2014 in light of these vote results. The
Compensation Committee will continue to consider the outcome of the Company’s say-on-pay vote when
making future compensation decisions for the named executive officers.
Additional Executive
Compensation Information
Ownership and Retention Requirements; Hedging Policy
Beginning in 2011, the Company adopted stock ownership requirements that, following a five-year phase-in
period, require that covered officers hold stock (including in the form of unvested RSUs (other than those then
subject to satisfaction of performance criteria)) in an amount equal to or exceeding a multiple of their annual base
salary. As of January 31, 2015, each of the named executive officers would have met his or her ownership
requirement if the phase-in period had expired.
Title
Stock Ownership Requirement
Multiple of Annual Base Salary
Chief Executive Officer ....................................... 6.0X
Chief Operating Officer ....................................... 3.5X
Chief Financial Officer ........................................ 3.5X
Other Executive Officers (and Executive Vice Presidents) ............ 2.0X
Under the ownership requirements, the Company will review covered officers’ compliance on January 31 of
each calendar year. If an officer is not in compliance with the requirement within a five-year phase-in period
(January 31, 2016 for all named executive officers other than Messrs. Jain and Minson), he or she will be
required to retain at least 50% of any stock received upon exercise of stock options or vesting of RSUs (after
shares used to cover exercise costs, taxes, etc.). Prior to the full implementation of the requirements, the
executive officers must obtain consent from the Chief Executive Officer if a sale of Common Stock would cause
the executive to no longer satisfy the ownership requirement. The Compensation Committee will also consider
the executive officers’ compliance with the ownership and retention requirements in determining compensation.
Under the Company’s securities trading policies, executive officers and directors of the Company may not
engage in hedging strategies using puts, calls, straddles, collars or other similar instruments involving the
Company’s securities, except under very limited circumstances with the Company’s approval. None of the
Company’s executive officers has pledged Company Common Stock.
Risk Assessment
During 2014, the Compensation Committee conducted a risk assessment of the named executive officers’
compensation. As part of the risk assessment, the Compensation Committee reviewed the key design features of
the Company’s 2014 incentive programs, the nature of the risks that these features might give rise to and certain
mitigating factors.
The Compensation Committee concluded that the Company’s executive incentive programs do not
incentivize excessive risk-taking or inappropriate conservatism in behavior and decisionmaking. Among the
factors giving rise to the Compensation Committee’s determination were the following:
• The Company’s compensation programs for the named executive officers provide a balanced mix of
cash and equity and annual and longer-term incentives.
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