Cincinnati Bell 2012 Annual Report Download - page 43
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considered the rules established by the SEC in evaluating its compensation consultant and has satisfied
itself as to his independence and concluded that no conflict of interest exists that would prevent the
compensation consultant from independently representing the Compensation Committee. In addition, the
Company has also engaged a separate compensation consultant to assist with various compensation-
related projects and has determined that no conflict of interest exists that would prevent such
compensation consultant from advising the Company.
•Elimination of Gross-Ups. The Compensation Committee has a policy that any new or materially
amended employment agreement with any NEO will not contain any excise tax gross-up provisions with
respect to payments contingent on a change in control.
•Stock Ownership Guidelines. Stock ownership guidelines have been in place for our NEOs for several
years.
The Compensation Committee believes that the Company’s compensation program provides the basis for
the Company achieving its strategic objectives, both short-term and long-term, as well as aligning the interests of
the Company’s executive management with its shareholders.
Compensation Program Objectives
The executive compensation program’s primary objectives are:
•To attract and retain high-quality executives by offering competitive compensation packages;
•To motivate and reward executives for the attainment of financial and strategic goals, both short-term and
long-term, thereby increasing the Company’s value while at the same time discouraging unnecessary or
excessive risk-taking; and
•To align the interests of the executives and the shareholders by attributing a significant portion of total
executive compensation to the achievement of specific short-term and long-term goals set by the
Compensation Committee.
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Proxy Statement