CenturyLink 2015 Annual Report Download - page 63

Compensation Decision-Making Considerations Input From
The officer’s pay and performance relative to other officers and employees CEO
The officer’s demonstrated leadership characteristics, ability to act as a growth agent
within the company and ability to think strategically
CEO
Internal equity issues that could impact cohesion, teamwork or the overall viability of
the executive group
CEO
The potential of these senior officers to assume different, additional or greater
responsibilities in the future
CEO
The officer’s realized and realizable compensation in recent years and, to a limited
degree, his or her accumulated wealth under our programs
CEO and
Management
The role these senior officers play in achieving our operational and strategic goals CEO
Pay for Performance
Performance of our Company in relation to our peers and our key performance
objectives (operating cash flow, core revenues and total shareholder return)
Consultant, CEO
and Management
The business performance under the officer’s leadership and scope of responsibility CEO
The officer’s overall performance is assessed based on individual results, the role the
officer plays in maintaining a cohesive management team and improving the
performance of others, and the officer’s relative strengths and weaknesses compared
to the other senior officers
CEO and
Management
The role the officer may have played in any recent extraordinary corporate
achievements
CEO and
Management
For additional information on the compensation decision-making process of the Committee, see the
remaining discussion in this Subsection appearing below.
Role of Compensation Committee. The Compensation Committee of our Board establishes, evaluates and
monitors our executive compensation programs, subject to the Board’s oversight. Specifically, the Committee
(or, for certain decisions during or prior to mid-2014, a subcommittee thereof) approves:
• the compensation payable to each executive officer, as well as any other senior officer;
• for our short-term incentive and performance-based restricted shares (i) the performance objectives,
(ii) the “threshold,” “target” and “maximum” threshold levels of performance, (iii) the weighing of the
performance objectives, (iv) the amount of bonus payable and shares to vest if the target level of
performance is attained and (v) the finally determined amount of cash bonus payments or fully-vested
shares;
• the peer group for compensation benchmarking and the peer group for performance benchmarking; and
• delegation of authority to the CEO for awards of equity to our non-senior officers.
The Compensation Committee also establishes, implements, administers and monitors our director cash and
equity compensation programs. For more information, see “Director Compensation.”
Role of Compensation Consultants. The Committee engages the services of a compensation consultant to
assist in the design and review of executive compensation programs, to determine whether the Committee’s
philosophy and practices are reasonable and compatible with prevailing practices, and to provide guidance on
specific compensation levels based on industry trends and practices.
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