2018 Guide to Effective Proxies
6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 340 COMPENSATION DISCUSSION AND ANALYSIS The charts below show target compensation opportunities approved in Fiscal 2018 for our CEO and the other Named Officers as a group based on our standard executive compensation program. The majority of target compensation for our CEO and our other Named Officers was in the form of performance-based equity and cash awards. Our executive compensation program is designed to provide target total cash and equity compensation opportunities relative to our compensation peer companies that allow us to compete for and retain top talent without providing excessive compensation or encouraging excessive risk taking. Target amounts for equity awards will be paid in future fiscal years if performance goals are achieved. Actual values earned and paid for incentive compensation may be below or above target levels. CEO TARGET COMPENSATION GRANTED IN FISCAL 2018 93% At Risk OtherNamedOfficers 27% RSAs 12% Annual Cash Bonus 27% TSR PSUs 27% Operating PSUs 7% Base Salary 87% At Risk 25% RSAs 12% Annual Cash Bonus 25% TSR PSUs 25% Operating PSUs 13% Base Salary NAMED OFFICER ANNUAL BASE SALARY ANNUAL CASH BONUS TARGET EQUITY AWARDS TOTAL TARGET COMPENSATION OPPORTUNITIES ESTIMATED TARGET VALUE 1 OPERATING PSUs TSR PSUs RSAs James M. Whitehurst $1,000,000 $1,500,000 $10,095,937 36,994 36,994 36,993 $12,595,937 Eric R. Shander $ 450,000 $ 360,000 $ 2,338,018 8,567 8,567 8,567 $ 3,148,018 Paul J. Cormier $ 700,000 $ 700,000 $ 4,782,286 17,523 17,523 17,524 $ 6,182,286 Arun Oberoi $ 530,000 $ 530,000 $ 3,188,220 11,682 11,682 11,683 $ 4,248,220 Michael R. Cunningham $ 490,000 $ 392,000 $ 2,338,018 8,567 8,567 8,567 $ 3,220,018 1 Estimated target value is determined in accordance with FASB ASC Topic 718, in all material respects, and is consistent with the equity values shown in the Summary Compensation Table. 31 RED HAT, INC.
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