Western Union 2014 Annual Report Download - page 39

Corporate Governance PROXY STATEMENT
21 | The Western Union Company – Proxy Statement
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Compensation and Benefits Committee
Betsy D. Holden
Committee Chair
Additional Committee Members: Richard A. Goodman, Roberto G. Mendoza, Robert W. Selander, and
Solomon D. Trujillo
Meetings Held in 2014: 6
Primary Responsibilities: Pursuant to its charter, the Compensation Committee has the authority to administer,
interpret, and take any actions it deems appropriate in connection with any incentive compensation or equity-based
plans of the Company, any salary or other compensation plans for officers and other key employees of the Company,
and any employee benefit or fringe benefit plans, programs or policies of the Company. Among other things, the
Compensation Committee is responsible for:
s¬¬IN¬CONSULTATION¬WITH¬SENIOR¬MANAGEMENT¬ESTABLISHING¬THE¬#OMPANYS¬GENERAL¬COMPENSATION¬PHILOSOPHY¬AND¬
overseeing the development and implementation of compensation and benefits policies;
s¬¬REVIEWING¬AND¬APPROVING¬CORPORATE¬GOALS¬AND¬OBJECTIVES¬RELEVANT¬TO¬THE¬COMPENSATION¬OF¬THE¬#HIEF¬%XECUTIVE¬/FFICER¬
and other executive officers, evaluating the performance of the Chief Executive Officer and other executive officers in
light thereof, and setting compensation levels and other benefits for the Chief Executive Officer (with the ratification
by the independent directors of the Board) and other executive officers based on this evaluation;
s¬¬REVIEWING¬AND¬MAKING¬RECOMMENDATIONS¬TO¬THE¬"OARD¬REGARDING¬SEVERANCE¬OR¬SIMILAR¬TERMINATION¬AGREEMENTS¬WITH¬THE¬
Company’s Chief Executive Officer or to any person being considered for promotion or hire into the position of Chief
Executive Officer;
s¬¬APPROVING¬GRANTS¬ANDOR¬AWARDS¬OF¬OPTIONS¬RESTRICTED¬STOCK¬RESTRICTED¬STOCK¬UNITS¬AND¬OTHER¬FORMS¬OF¬EQUITYBASED¬
compensation under the Company’s equity-based plans;
s¬¬REVIEWING¬WITH¬MANAGEMENT¬AND¬PREPARING¬AN¬ANNUAL¬REPORT¬REGARDING¬THE¬#OMPANYS¬#OMPENSATION¬$ISCUSSION¬AND¬
Analysis to be included in the Company’s Proxy Statement and Annual Report;
s¬¬IN¬CONSULTATION¬WITH¬THE¬#HIEF¬%XECUTIVE¬/FFICER¬REVIEWING¬MANAGEMENT¬SUCCESSION¬PLANNING
s¬¬REVIEWING¬AND¬RECOMMENDING¬TO¬THE¬"OARD¬OF¬$IRECTORS¬COMPENSATION¬FOR¬NONEMPLOYEE¬DIRECTORS¬AND
s¬¬PERIODICALLY¬REVIEWING¬THE¬OVERALL¬EFFECTIVENESS¬OF¬THE¬#OMPANYS¬PRINCIPAL¬STRATEGIES¬RELATED¬TO¬HUMAN¬CAPITAL¬
management, recruiting, retention, career development, and diversity.
Independence: Each member of the Compensation Committee meets the definitions of “outside director” under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and “non-employee director” under
Rule 16b-3 of the Exchange Act. Each member of the Compensation Committee meets the independence requirements of
our Corporate Governance Guidelines, the NYSE and the Exchange Act, and as the Board has determined, has no material
relationship with the Company.