First Data 2011 Annual Report Download - page 141

Competitive benchmarks for each of FDC's executive officers are created by utilizing available information disclosed in proxy
statements of these companies in combination with generally available market compensation survey information. It is important to
note that compensation data from non-peer group companies is also given significant consideration since FDC also recruits talent from
organizations outside the payments industry.
In order to successfully attract and retain top performing executives, FDC annually reviews market data and aims to provide
base pay and short-term cash incentive opportunities between the median and 75th percentile of its peer group companies. As a
privately held company, competitive cash compensation programs are required for FDC to attract and retain top talent due to the
uncertain time horizon and lack of liquidity associated with FDC's equity-based compensation vehicles.
The foundation of FDC's long-term incentive program (more fully described below) is structured around an initial purchase of
shares by each executive and a proportional one-time grant of options. To ensure ongoing competitive compensation for executives
and to strengthen long-term alignment, an annual equity grant program was started in 2011 and is further described below. Grants
under this new annual program are generally below public company market levels due to the unique nature of FDC's ownership and
overall equity compensation structure. As a private company, the Committee recognizes that directly comparing FDC's total
compensation and equity-based long-term incentives against public company peers is challenging.
ELEMENTS OF COMPENSATION
Compensation for FDC's executive officers is delivered through:
• base salary;
• annual cash incentives;
• equity;
• perquisites; and
• retirement plans.
Base Salary
Base salary forms the foundation of FDC's compensation program. Base salaries for executives reflect market competitive levels
(as described above) and factors unique to each executive such as scope of responsibilities, individual skill set, experience level, time
in role, individual performance, pay relative to internal peers and overall value to FDC. Another factor that may influence base salary
levels is an executive's base salary prior to employment by FDC and the level of compensation required to recruit the executive.
During the 2011 annual pay review process which included consideration of individual performance, salary increase trends and
competitive market pay for each executive position, Mr. Winborne received an increase to $600,000 (4.3% increase), Mr. Elkins
received an increase to $575,000 (4.4% increase), and Mr. Kern received an increase to $575,000 (4.4% increase). Aside from the pay
adjustments listed above, the Committee did not approve any other executive pay increases for 2011.
For 2012, no base pay adjustments have been made to executive officers, with the exception of Mr. Elkins, whose base pay will
be increased to $625,000, effective March 1, 2012, to reflect his 2011 promotion to President, First Data International Regions.
Current base salary levels for named executive officers are as follows:
Base Salary as of
December 31, 2011
Base Salary as of
March 1, 2012
Jonathan J. Judge, Chief Executive Officer $ 1,500,000 $ 1,500,000
Edward A. Labry III, Executive Vice President &
President, First Data — North America $ 1,000,000 $ 1,000,000
John Elkins, Executive Vice President & President,
First Data — International Regions $ 575,000 $ 625,000
Ray E. Winborne, Executive Vice President & Chief
Financial Officer $ 600,000 $ 600,000
Kevin M. Kern, Executive Vice President,
Operations & Technology $ 575,000 $ 575,000
Annual Cash Incentives
Plan Design and Mechanics
Executive officers are eligible to receive a performance-based annual cash incentive under the FDC Senior Executive Incentive
Plan ("SEIP"). SEIP payouts to executive officers are based on target annual cash incentive levels established by the Committee on the
basis of company financial performance and established strategic objectives for the year. The SEIP is an essential element of FDC's
compensation program because the awards are driven by company performance.
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