Western Union 2013 Annual Report Download - page 54

Compensation Discussion and Analysis PROXY STATEMENT
The Western Union Company – Proxy Statement | 36
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Our Executive Compensation Philosophy
and Objectives
The Compensation Committee believes the Company’s
executive compensation program should reward actions
and behaviors that build a foundation for the long-term
strength and performance of the Company, while also
rewarding the achievement of short-term performance
goals. To ensure that the Company’s incentive
compensation program is aligned with the Company’s
overall executive compensation philosophy and objectives,
the Compensation Committee has adopted the key
principles identified in the table below.
Objectives Corresponding Principles
• Align executive goals with
stockholder interests
• Structure metrics, goal-setting and incentive payouts to result in
enterprise value creation.
• Share a reasonable portion of the Company’s financial results with
employees, both on upside and downside performance.
• Hold executives accountable and
reward them for results
• Establish sufficient linkage between incentive payouts and individual and
business unit performance.
• Attract, retain, and motivate
outstanding executive talent
• Set performance goals and operating plan to retain and motivate
leadership to achieve superior results.
The Board of Directors and
the Compensation Committee
The Board of Directors oversees the goals and objectives
of the Company and of the Chief Executive Officer,
evaluates succession planning with respect to the Chief
Executive Officer and evaluates the Chief Executive
Officer’s performance. The Compensation Committee
supports the Board by establishing the Company’s general
compensation philosophies and overseeing the development
and implementation of the Company’s compensation and
benefits policies. The Compensation Committee reviews
and approves corporate goals and objectives relevant to
the compensation of the Chief Executive Officer and other
executive officers, sets the compensation levels of each of
the Executive Vice Presidents and approves the compensation
of the Chief Executive Officer, with the ratification by the
independent directors of the Board. The Compensation
Committee’s responsibilities under its charter are further
described in the “Corporate Governance” section of this
Proxy Statement. While not members of the Compensation
Committee, the Chairman of the Board and the Chief
Executive Officer attended all but one of the meetings of
the Compensation Committee in 2013 to contribute to
and understand the committee’s oversight of and decisions
relating to executive compensation. The Chief Executive
Officer did not attend portions of the meetings relating to
his compensation. The Compensation Committee regularly
conducts executive sessions without management present.
The committee also engages in an ongoing dialog with
the Chief Executive Officer and the Compensation
Committee’s compensation consultant in the evaluation
and establishment of the elements of our executive
compensation program. The committee also received
input from the Chief Human Resources Officer in making
executive compensation decisions.
Compensation Consultants
Frederic W. Cook & Co., Inc. (the “Compensation
Consultant”) provides executive and director compensation
consulting services to the Compensation Committee. The
Compensation Consultant is retained by and reports to
the Compensation Committee and participates in the
committee meetings. The Compensation Consultant
informs the committee on market trends, as well as
regulatory issues and developments and how they
may impact the Company’s executive compensation
programs. The Compensation Consultant also:
• Participatesinthedesignofexecutivecompensation
programs to help the committee evaluate the linkage
between pay and performance;
• Reviewsmarketdataandadvisesthecommittee
regarding the compensation of the Company’s
executive officers;
• Reviewsandadvisesthecommitteeregardingdirector
compensation; and