After the end of the annual or long-term performance period, the organization and
compensation committee evaluates achievement relative to the performance targets, and determines corresponding payouts earned. With the input of the CEO, the organization and compensation committee also establishes the compensation for all the
other executive officers.
Role of the Executive Officers
The organization and compensation committee works with our CEO to set the target total
direct compensation of each of our NEOs other than with respect to his own compensation. As part of this process, our CEO evaluates each other NEO, determines his recommendations about the target compensation of each such NEO, and delivers his
evaluations and compensation recommendations to the organization and compensation committee. The organization and compensation committee gives significant weight to the recommendations of the CEO in light of his greater familiarity with the
day-to-day performance of his direct reports and the importance of incentive compensation in driving the performance of the business. Nevertheless, the organization and compensation committee makes the ultimate determination regarding the
compensation of the NEOs.
When the organization and compensation committee discusses and formulates the
compensation recommendation for our CEO, he does not play any role with respect to any matter affecting his own compensation and is not present.
To design and develop the compensation program, the organization and compensation
committee coordinates with the Vice President, Human Resources, and collaborates with the finance and legal teams as appropriate. This group supports the organization and compensation committee through the preparation of analyses of financial
data, peer comparisons, and other materials, and helps to implement the committee’s decisions.
Role of Compensation Consultant
The organization and compensation committee recognizes that there is value in procuring
independent, objective expertise and counsel in connection with fulfilling its duties, and has the authority to retain an independent compensation consultant to assist it in carrying out its responsibilities and duties.
Since 2017, the organization and compensation committee has engaged Aon’s Human Capital
Solutions practice, a division of Aon plc, as its independent compensation consultant for compensation decisions. Aon reported directly to the organization and compensation committee, and the organization and compensation committee has the sole
authority to retain, terminate, and obtain the advice of Aon at the Company’s expense.
The organization and compensation committee worked with Aon to develop a peer group,
provide a competitive market analysis of the base salary, annual cash incentive awards, and long-term incentive compensation of our NEOs compared against the compensation peer group, report on share utilization, and review other market
practices and trends.
Although the organization and compensation committee took into consideration the review
and recommendations of Aon when making decisions about our executive compensation program, ultimately, the organization and compensation committee made its own independent decisions in determining our executives’ compensation.
The organization and compensation committee assessed the independence of Aon pursuant to
SEC and NYSE rules. In doing so, the organization and compensation committee considered each of the factors set forth by the SEC and NYSE with respect to a compensation consultant’s independence. The organization and compensation committee also
considered the nature and amount of work performed for the organization and compensation committee and the fees paid for those services in relation to the firm’s total revenues. On the basis of its consideration of the foregoing and other
relevant factors, the organization and compensation committee concluded that Aon was independent and that there were no conflicts of interest.
Compensation Peer Group and Peer Selection Process
The organization and compensation committee believes that obtaining relevant market and
benchmark data is of paramount importance in its executive compensation determinations. Such information provides helpful context and a solid reference point when making compensation decisions, though unique aspects of the Company and our
business