COMPENSATION LEVEL SETTING PROCESS
Our compensation committee reviews the following, among other factors, when determining compensation:
The individuals performance and contributions to financial objectives;
Equity awards previously granted to the executive, which includes amounts of such awards that remain unvested or are under
selling restrictions and therefore continue to incentivize future performance;
Individual leadership, expectations,
expertise, skill, and knowledge;
Overall compensation, including base salary and bonus opportunity, as a whole;
Analyses of competitive market compensation practices and labor market conditions;
Alignment with the long-term business strategy of the Company;
Retention and succession planning;
Input from senior management, including our Chairman and Chief Executive Officer; and
Input from an independent compensation consultant.
As we are headquartered in the San Francisco Bay Area, which is a highly dynamic and competitive market for talent, we seek to provide
competitive compensation practices for our executive leadership in order to attract and retain the best available talent.
To set a
competitive, reasonable and appropriate level of compensation, the board of directors and the compensation committee take a holistic approach and considers all relevant factors to the compensation decision being made in any given year. The board of
directors and the compensation committees approach to evaluating these factors is subjective, not formulaic, and may place more or less weight on a particular factor when determining a particular executive officers compensation.
ROLE OF LEADERSHIP IN DETERMINING EXECUTIVE COMPENSATION
In determining the total compensation for each executive officer, the board of directors and the compensation committee consider the specific
recommendations of our Chairman and Chief Executive Officer (other than with respect to his own compensation) and may consider input from other senior members of leadership.
Our Chairman and Chief Executive Officer plays a significant role in the compensation setting process for the other named executive officers
by:
Evaluating their performance;
Discussing the role and responsibilities of the relevant executive officer within the Company and the expected future
contributions of the executive officer;
Considering retention and succession planning;
Recommending business performance targets and establishing objectives; and
Recommending salary levels, bonuses and equity awards.
Our Chairman and Chief Executive Officer annually reviews the compensation paid to other named executive officers over the fiscal year through
presentations to the compensation committee, either as a committee or together with the board of directors as a whole, and provides his recommendations regarding the compensation to be paid to such persons during the next year. Following a review of
such recommendations, the board of directors or the compensation committee, after reviewing the other factors and input as discussed above, takes action regarding such compensation recommendations as it deems appropriate. The board of directors and
the compensation committee also consider input from our Chairman and Chief Executive Officer, as well as our Chief Financial Officer and certain of our Presidents, when setting financial objectives for our performance-based incentive program.
|
|
|
EXECUTIVE COMPENSATION
|
|
2019 PROXY STATEMENT | 49
|