Shearman & Sterling LLP Contents | 1
CONTENTS
INTRODUCTION 2
SAY-ON-PAY 5
ALTERNATIVE PAY DISCLOSURE 9
COMPENSATION CONSULTANT INDEPENDENCE 10
CLAWBACK POLICIES 14
HEDGING AND PLEDGING POLICIES 18
STOCK OWNERSHIP GUIDELINES 19
EXECUTIVE GUIDELINES 20
DIRECTOR GUIDELINES 21
YEARS TO SATISFY GUIDELINES 22
WHICH EQUITY INTERESTS COUNT? 23
STOCK RETENTION REQUIREMENTS 24
RELATIONSHIP OF COMPENSATION AND RISK 28
NEO AGREEMENTS 30
CHANGE IN CONTROL BENEFITS 32
CHANGE IN CONTROL TAX GROSS-UPS 34
EXECUTIVE PERKS 36
TAX GROSS-UPS FOR EXECUTIVE PERKS 37
COMPENSATION-RELATED SHAREHOLDER PROPOSALS 38
DIRECTOR COMPENSATION 40
OVERALL COMPOSITION 42
ANNUAL CASH RETAINER 43
EQUITY AWARDS 44
DIRECTOR PERQUISITES AND BENEFITS 46
MEETING ATTENDANCE FEES 47
COMMITTEE RETAINERS 48
BOARD LEADERSHIP 50
SURVEY METHODOLOGY 52
