CenturyLink 2015 Annual Report Download - page 47

• The long-term incentives granted to our named executive officers in 2015 consisted of a combination
of performance-based restricted stock (60% of the target grant value) and time-based restricted stock
(40% of the target grant value).
• Other than relatively modest increases necessary to address a limited number of below-market pay
packages, the Committee in 2015 maintained levels of target total compensation substantially similar to
levels awarded in prior years.
For further information on the performance goals established by our Compensation Committee, see
“— Short-Term Incentive Bonuses” and “— Long-Term Equity Incentive Compensation” under Subsection III
below. For more information on our recent financial performance, see Appendix B to this proxy statement.
Assessment of “Say on Pay” Voting Results and Shareholder Outreach. In May 2013, 2014 and 2015, our
shareholders cast approximately 96%, 93% and 95%, respectively, of their votes in favor of our “say on pay”
proposal. The Committee takes the results of these votes into consideration when making executive
compensation decisions. Although this high level of support indicates that our shareholders are generally
satisfied with the scope and structure of our compensation programs, our senior management began a shareholder
outreach program with our top institutional investors in 2014. Most recently, in May 2015, we held additional
shareholder outreach calls with three of our top institutional investors holding approximately 12% of our
outstanding shares, and received valuable input that we took into account in connection with awarding our recent
pay packages. We value the feedback provided by our shareholders and look forward to continued, open dialogue
on compensation matters and other issues relevant to our business.
II. Our Compensation Philosophy and Linkage to Pay for Performance
Our Compensation Philosophy
We compensate our senior management through a mix of programs designed to be market-competitive and
fiscally responsible. More specifically, our executive compensation programs are designed to:
• provide an appropriate mix of fixed and variable compensation to attract, retain and motivate key
executives,
• ensure that a majority of our executive compensation is performance-based to support creation of
long-term shareholder value,revenue growth and operational efficiency without encouraging
excessive risk taking,
• target compensation at the 50th percentile of market levels, when targeted levels of performance are
achieved, for similarly-situated and comparably skilled executives at peer companies selected by our
Compensation Committee,
•recognize and reward outstanding contributions and results, both on an individual basis and a
company or divisional basis, compared to peer compensation and performance benchmark levels,
•promote internal equity by offering comparable pay to executives whom we expect to make roughly
equivalent contributions, while differentiating executives’ compensation arrangements when
appropriate, and
•monitor share dilution.
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