CenturyLink 2015 Annual Report Download - page 64

The Committee used Hay Group as its compensation consultant from September 2010 through July 2015
and representatives of Hay Group actively participated in the design and development of our 2015 executive
compensation programs.
In July 2015, following a nationwide search of leading firms and a review of several competing proposals,
the Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its compensation consultant.
Representatives of Meridian actively participated in the design and development of our 2016 executive
compensation programs, and attended all of the Committee’s meetings since August 2015. Meridian provides no
other services to the Company, and, to our knowledge, has no prior relationship with any of our named executive
officers. As required by SEC rules and New York Stock Exchange listing standards, the Committee has assessed
the independence of Meridian and concluded that its work has not raised any conflicts of interest.
Role of CEO and Management. Although the Compensation Committee is responsible for all executive
compensation decisions, each year it receives the CEO’s recommendations, particularly with respect to senior
officers’ salaries and performance in the key areas outlined above in “— Our Compensation Decision-Making
Process.”
Senior Officers. The CEO and the executive management team, in consultation with the Compensation
Committee’s compensation consultant, recommend to the Committee business goals to be used in establishing
incentive compensation performance targets and awards for our senior officers. In addition, our Executive Vice
President, Human Resources, works closely with the Committee and its compensation consultant to ensure that
the Committee is provided with appropriate information to discharge its responsibilities.
Non-Senior Officers. The Committee oversees our processes and receives an annual report from the CEO on
the compensation programs for our non-senior officers. The CEO, in consultation with the executive
management team, is responsible for approval of:
• any annual salary increases, typically referred to as merit increases, and an annual evaluation of the
market competitiveness of our salary structure;
• any earned annual bonus and sales payout percentages, and total bonus payments for our non-senior
officers;
• all equity compensation awards to the non-senior officers, acting under authority delegated by the
Compensation Committee in accordance with our shareholder approved long-term incentive plans; and
• individual compensation levels for all of our vice presidents.
Timing of Equity Incentive Awards. Annual grants of stock awards to executives are typically made during
the first quarter after we publicly release our earnings, although the Committee may defer grants for a variety of
reasons, including to request additional information or conduct further reviews of management’s performance.
Grants of stock awards to newly-hired executive officers who are eligible to receive such awards are typically
made at the next regularly scheduled Committee meeting following their hire date.
Tally Sheets. Each year, we compile lists of compensation data relating to each of our executives. These
“tally sheets” include the executive’s salary, annual cash incentive award, equity-based compensation, and
realizable pay. These tally sheets also contain performance highlights on results and behaviors for each of our
executives. The Compensation Committee uses these tally sheets to (i) review the total annual compensation of
the executive officers and (ii) assure that the Committee has a comprehensive understanding of all elements of
our compensation programs.
Risk Assessment. As part of its duties, the Compensation Committee assesses risks arising out of our
employee compensation policies and practices. Based on its most recent assessment, the Committee does not
believe that the risks arising from our compensation policies and practices are reasonably likely to materially
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