First Data 2008 Annual Report Download - page 206

PART III
ITEM 11. EXECUTIVE COMPENSATION
FIRST DATA CORPORATION
COMPENSATION DISCUSSION AND ANALYSIS
FISCAL YEAR 2008
INTRODUCTION
Fiscal Year 2008 represented First Data's first full year as a privately held company. Despite the challenging economic climate, especially in the second
half of the year, First Data achieved solid financial results for the year, while making significant strategic strides in the areas of resource alignment and
technology consolidation and improvement. As a private company in 2008, First Data remains committed to a compensation philosophy, strategy, and process
that incents and rewards long-term company performance. Details of the compensation philosophy and programs are addressed within the appropriate sections
of the following discussion.
During the year, there were no changes to the compensation committee. Effective July 1, 2008, Philip Wall was appointed Chief Financial Officer and
after a brief transition period, Kim Patmore, the former Chief Financial Officer left First Data.
ROLE OF THE COMPENSATION AND BENEFITS COMMITTEE
The Compensation and Benefits Committee (the "Committee") reviews and approves all aspects of First Data's compensation programs for its executive
officers. Specifically, under its charter, the Committee is tasked with:
• establishing First Data's compensation philosophy;
• evaluating performance and setting compensation for First Data's executive officers;
• overseeing regulatory compliance with respect to compensation matters; and
• delegating to and monitoring various subcommittees with responsibility for administrative and legal compliance for retirement and benefit plans.
The Committee is comprised of Scott Nuttall, Tagar Olson and James Fisher, each of whom is affiliated with Kohlberg Kravis Roberts & Co. L.P. and,
therefore, are not deemed independent directors. There were no changes to the composition of the Committee in 2008.
ROLE OF MANAGEMENT
First Data's management provides information, data, analysis, updates and recommendations to the Committee. Specifically, management provides
recommendations on pay levels for executive officers other than the CEO as well as the design of all compensation and benefit plans. Finally, management is
responsible for the administration of First Data's executive compensation programs and policies.
EXECUTIVE COMPENSATION PHILOSOPHY
First Data's executive compensation philosophy and corresponding pay practices are designed to create a strong incentive for First Data executives to
achieve the Company's financial and strategic objectives, resulting in increased value for shareholders.
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