Western Union 2015 Annual Report Download - page 38

20 | The Western Union Company
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
CORPORATE GOVERNANCE
Compensation and Benefits Committee
“In 2015, the Compensation Committee continued to emphasize pay-for-
performance by designing our executive compensation program so that
performance-based, at-risk pay elements would constitute a significant portion
of the compensation awarded. The Committee believes this continued emphasis
on performance-based pay provides linkage with long-term stockholder value
creation.”
Betsy D. Holden, Committee Chair
Additional Committee Members: Richard A. Goodman, Jeffrey A. Joerres, Roberto G. Mendoza, Robert W. Selander, and
Solomon D. Trujillo
Meetings Held in 2015: 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:
• in consultation with senior management, establishing the Company’s general compensation philosophy, and overseeing
the development and implementation of compensation and benefits policies;
• reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer 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;
• reviewing and making recommendations to the Board 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;
• 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;
• reviewing with management and preparing an annual report regarding the Company’s Compensation Discussion and
Analysis to be included in the Company’s Proxy Statement and Annual Report;
• in consultation with the Chief Executive Officer, reviewing management succession planning;
• reviewing and recommending to the Board of Directors compensation for non-employee directors; and
• periodically reviewing the overall effectiveness of the Company’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.