Western Union 2015 Annual Report Download - page 54

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
36 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
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 philosophy 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 ratification
by the independent directors of the Board. The Compensation
Committee’s responsibilities under its charter are further
described in the “Corporate Governance—Committees of the
Board of Directors” section of this Proxy Statement. While not
members of the Compensation Committee, the Chairman
of the Board and the Chief Executive Officer attended all
of the meetings of the Compensation Committee in 2015
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
• Performs an annual risk assessment of the Company’s
compensation programs, as described in the “Executive
Compensation—Risk Management and Compensation”
section of this Proxy Statement.
The Compensation Consultant does not provide any other
services to the Company. The Compensation Committee has
assessed the independence of the Compensation Consultant
pursuant to the NYSE rules and the Company concluded that
the Compensation Consultant’s work for the Compensation
Committee did not raise any conflict of interest.
During 2015, the Company also retained the services of
Towers Watson to assist the Company in evaluating the
Company’s annual and long-term incentive programs.
The Compensation Committee evaluated the findings of
Towers Watson in its review of the 2015 incentive program
design. The Compensation Committee has assessed the
independence of Towers Watson pursuant to the NYSE rules
and the Company concluded that Towers Watson’s work did
not raise any conflict of interest.