Compensation-Setting Process
Role of Our Compensation Committee
Our compensation committee administers and determines the parameters of the executive compensation program. Our compensation committee
currently consists of Ms. Meeker and Messrs. Botha, Deighton and Rao, with Ms. Meeker serving as Chair. Each member qualifies as an independent director for purposes of the listing standards of the New York Stock Exchange.
Ms. Meeker and Messrs. Deighton and Rao each qualify as an outside director for purposes of Section 162(m) of the Code as it was in effect during 2017, and a
non-employee
director for purposes of Rule
16b-3
under the Exchange Act. In April 2017, the compensation committee established a
sub-committee,
initially consisting of
Ms. Meeker and Mr. Deighton and which, beginning in November 2017, also includes Mr. Rao, which was granted the nonexclusive authority to grant and administer equity awards, in order to help promote compliance with Section 16 of
the Exchange Act and, to the extent applicable, for purposes of qualifying for certain exclusions from deduction limitations under Section 162(m) of the Code. For purposes of the discussion below, references to compensation
committee shall mean the subcommittee for all actions taken with respect to such awards in 2017, except as otherwise noted.
Under its charter, our compensation committee reviews, approves and determines, or makes recommendations to our board of directors regarding,
executive officer compensation. For additional information on our compensation committee, including its authority, see Board of Directors and Corporate GovernanceBoard Meetings and CommitteesCompensation Committee elsewhere
in this proxy statement.
Role of Management
Our CEO and our Capital Lead and People Lead provide our compensation committee with information on corporate and individual performance,
market data and their perspectives and recommendations on compensation matters. No named executive officer participates in deliberations regarding his or her own compensation.
Historically, the initial compensation arrangements with our named executive officers were determined through negotiations with each named
executive officer. Typically, our CEO provides input on the terms of these arrangements, with the oversight and final approval of our board of directors or our compensation committee.
In reviewing compensation for existing named executive officers, our compensation committee solicits input from our CEO and our Capital Lead
and People Lead (except regarding her own compensation). They review their input on capability, job complexity and overall assessment of individual performance and contributions for each executive. Our compensation committee values our CEOs
perspective and input on each named executive officers performance and contributions to our business. The input of our CEO is an important factor that our compensation committee uses in making its executive compensation decisions, along with
input from our external compensation advisors on market trends.
Role of Compensation Consultant
Our compensation committee has the authority to engage its own advisors to assist in carrying out its responsibilities. In 2017, our
compensation committee engaged Compensia, an independent compensation consultant, to assist with its duties, including providing advice relating to our compensation peer group selection as well as providing support and specific analyses with regard
to compensation data and formulation of recommendations for executive and
non-employee
director compensation. Compensia reports directly to our compensation committee and not to management, is independent from
us and has provided no other services to us.
Our compensation committee has assessed the independence of Compensia taking into account,
among other things, the enhanced independence standards and factors set forth in Exchange Act Rule
10C-1
and the applicable listing standards of the New York Stock Exchange, and concluded that there are no
conflicts of interest regarding the work that Compensia performs for our compensation committee.
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