Shearman & Sterling LLP Director Compensation | 1
CONTENTS
INTrOduCTION 2
Say-ON-Pay 5
Say-ON-Pay FrEquENCy VOTE 9
COMPENSaTION CONSulTaNT INdEPENdENCE 10
ClaWBaCK POlICIES 16
NEO agrEEMENTS 20
ChaNgE IN CONTrOl BENEFITS 22
ChaNgE IN CONTrOl Tax grOSS-uPS 24
rElaTIONShIP OF COMPENSaTION aNd rISK 26
ExECuTIVE PErKS 32
Tax grOSS-uPS FOr ExECuTIVE PErKS 33
hEdgINg POlICIES 34
STOCK OWNErShIP guIdElINES 35
STOCK rETENTION rEquIrEMENTS 40
COMPENSaTION-rElaTEd SharEhOldEr PrOPOSalS 44
WhaT IS dIrECTOr COMPENSaTION NOW? 46
OVErall COMPOSITION 48
EquITy aWardS 49
aNNual CaSh rETaINEr 52
dEFErralS 54
OThEr COMPENSaTION 55
MEETINg aTTENdaNCE FEES 56
COMMITTEE FEES 58
BOard lEadErShIP 63
SurVEy METhOdOlOgy 64
