UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
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Sohu.com Inc.
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Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
SOHU.COM INC.
TO BE HELD on June 15, 2012
10:00 A.M. BEIJING TIME
1) | To elect two directors, who shall serve for a two-year term or until their earlier death, resignation or removal; |
2) | To vote on an advisory resolution approving our executive compensation; |
3) | To ratify the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as our independent auditors for the fiscal year ending December 31, 2012; and |
4) | To consider and act upon all other matters which may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Secretary
PROXY STATEMENT | ||||||
PROPOSAL I. ELECTION OF DIRECTORS | 2 | |||||
GENERAL INFORMATION RELATING TO OUR BOARD OF DIRECTORS | 5 | |||||
BENEFICIAL OWNERSHIP OF COMMON STOCK | 8 | |||||
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 9 | |||||
TRANSACTIONS WITH RELATED PERSONS | 9 | |||||
AUDIT COMMITTEE REPORT | 11 | |||||
EXECUTIVE COMPENSATION | 12 | |||||
EXECUTIVE OFFICERS | 12 | |||||
COMPENSATION DISCUSSION AND ANALYSIS | 12 | |||||
COMPENSATION COMMITTEE REPORT | 20 | |||||
SUMMARY COMPENSATION TABLE | 21 | |||||
GRANTS OF PLAN-BASED AWARDS | 22 | |||||
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 24 | |||||
OPTION EXERCISES AND STOCK VESTED | 26 | |||||
PENSION BENEFITS | 26 | |||||
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL | 26 | |||||
DIRECTOR COMPENSATION | 30 | |||||
PROPOSAL II. ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION | 31 | |||||
PROPOSAL III. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | 31 | |||||
PRINCIPAL ACCOUNTANT FEES, SERVICES AND PRE-APPROVAL PROCESS | 32 | |||||
MISCELLANEOUS | 33 |
Level 12, Sohu.com Internet Plaza
No. 1 Unit Zhongguancun East Road, Haidian District
Beijing 100084, People’s Republic of China
(010) 8610-6272-6666
TO BE HELD on June 15, 2012
10:00 A.M. BEIJING TIME
PROXY STATEMENT
Name, Age, Positions and Offices with Sohu.com Inc. | | Principal Occupation, Business Experience and Directorships held with Other Public Corporations during the past Five Years | | Term of Office as Director | ||||||
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Dr. Edward B. Roberts Professor of Management of Technology at Massachusetts Institute of Technology’s Alfred P. Sloan School of Management. 76 years old. Director since 1996. (2)(3) | Dr. Edward B. Roberts is the David Sarnoff Professor of Management of Technology at MIT’s Alfred P. Sloan School of Management. Dr. Edward B. Roberts chaired MIT’s research and educational programs in the management of technological innovation from 1967 to 1993 and also founded and chairs the MIT Entrepreneurship Center. Dr. Edward B. Roberts is currently a director of Medical Information Technology, Inc. Dr. Edward B. Roberts has authored over 160 articles and eleven books, one of which is Entrepreneurs in High Technology (Oxford University Press, 1991). Dr. Edward B. Roberts received four degrees from MIT, including a Ph.D. in 1962. We believe Dr. Edward B. Roberts’ qualifications to serve on our Board include his (i) decades of experience teaching at the Alfred P. Sloan School of Management, (ii) related supervisory, board and committee positions, many of which have had a particular emphasis on technological innovation and entrepreneurship, and (iii) extensive experience investing in and serving on the boards of directors of, growing companies. | Dr. Edward B. Roberts’ term expires at the 2012 Annual Meeting. | ||||||||
Dr. Zhonghan Deng Chairman and Chief Executive Officer of Vimicro International Corporation. 44 years old. Director since 2007. (1)(3) | Dr. Zhonghan Deng is the Chief Executive Officer and Chairman of the Board of Directors of Vimicro International Corporation (“Vimicro”), which he co-founded in 1999. Dr. Zhonghan Deng received a Ph.D. in electrical engineering and computer sciences, a Master of Science degree in economics and a Master of Science degree in physics from the University of California, Berkeley. After graduating from Berkeley, Dr. Zhonghan Deng worked as a research scientist for International Business Machines Corporation at the T.J. Watson Research Center in Yorktown Heights, New York. We believe Dr. Zhonghan Deng’s qualifications to serve on our Board include (i) academic credentials and experience in the computer industry, (ii) history as the founder of Vimicro, a NASDAQ listed company (iii) status and track record as a successful entrepreneur in China, and (iv) extensive experience managing a NASDAQ listed company. | Dr. Zhonghan Deng’s term expires at the 2012 Annual Meeting. | ||||||||
Dr. Charles Zhang Chairman of our Board and Chief Executive Officer. 47 years old. Director since 1996. | Dr. Charles Zhang is our founder and has been Chairman of our Board and Chief Executive Officer since August 1996. Dr. Charles Zhang also served as our President from August 1996 to July 2004. Prior to founding Sohu.com Inc., Dr. Charles Zhang worked for Internet Securities Inc. and helped to establish its China operations. Prior to that, Dr. Charles Zhang worked as Massachusetts Institute of Technology’s liaison officer with China. Dr. Charles Zhang has a Ph.D. in experimental physics from Massachusetts Institute of Technology (“MIT”) and a Bachelor of Science degree from Tsinghua University in Beijing. Dr. Charles Zhang is a native of the People’s Republic of China. Dr. Charles Zhang is also the Chairman of the Board of Changyou.com Limited, our independently-listed majority-owned subsidiary. We believe Dr. Charles Zhang’s qualifications to serve on our Board include his (i) position as our Chief Executive Officer, (ii) history as the founder of our company and status as one of the best-known and most successful entrepreneurs in China, (iii) general reputation and track record as an innovator, visionary and early mover in the Internet industry in China and (iv) deep understanding of the Chinese Internet industry. | Dr. Charles Zhang’s term expires at the 2013 Annual Meeting. |
Name, Age, Positions and Offices with Sohu.com Inc. | | Principal Occupation, Business Experience and Directorships held with Other Public Corporations during the past Five Years | | Term of Office as Director | ||||||
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Mr. Charles Huang Chief Executive Officer and Chairman of Netbig Education Holdings Ltd. 42 years old. Director since 2001. (1)(3) | Mr. Charles Huang is the Founder, Chief Executive Officer and Chairman of Netbig Education Holdings Ltd. (“Netbig”), a leading education enterprise in China. Prior to founding Netbig in 1999, Mr. Charles Huang served as Executive Director and Head of Asia Securitization Group of Deutsche Bank, New York and Hong Kong, as well as Senior Vice President of Prudential Securities Inc., New York. He holds a Master of Science degree in Computer Science from MIT and a Bachelor of Science degree from the University of Science and Technology of China. Mr. Charles Huang is also a Chartered Financial Analyst. We believe Mr. Charles Huang’s qualifications to serve on our Board include his (i) qualification as a Chartered Financial Analyst and related experience in senior positions in the corporate finance industry in the U.S. and Asia, (ii) academic credentials and experience in the computer industry, (iii) status and track record as a successful entrepreneur and (iv) extensive experience managing an Internet company. | Mr. Charles Huang’s term expires at the 2013 Annual Meeting. | ||||||||
Dr. Dave Qi Professor of Accounting and Associate Dean, the Cheung Kong Graduate School of Business. 48 years old. Director since 2005. (1)(2)(3) | Dr. Dave Qi is a Professor of Accounting and the Associate Dean of the Cheung Kong Graduate School of Business. He began teaching at the Cheung Kong Graduate School of Business in 2002 and was the founding Director of the Executive MBA program. Before joining the Cheung Kong Graduate School of Business, Dr. Dave Qi was an Associate Professor at the School of Accounting of the Chinese University of Hong Kong. Dr. Dave Qi has published many articles and research essays on accounting, financial reporting, capital market and other related topics. He has a Ph.D. in accounting from the Eli Broad Graduate School of management of Michigan State University, a Master of Business Administration from the University of Hawaii at Manoa and a Bachelor of Science and a Bachelor of Arts degree from Fudan University. Dr. Dave Qi is currently a member of the American Accounting Association. Dr. Dave Qi also serves as director of the following public companies: Focus Media Holding Ltd. (NASDAQ), AutoNavi Holdings Limited. (NASDAQ), BONA Film Group Limited (NASDAQ), Daqo New Energy Corp. (NYSE), Honghua Group Limited (Hong Kong Stock Exchange), SinoMedia Holding Limited (Hong Kong Stock Exchange), China Huiyuan Juice Group Limited (Hong Kong Stock Exchange), and China Vanke Co., Ltd. (“Vanke”) (Shenzhen Stock Exchange). We believe Dr. Dave Qi’s qualifications to serve on our Board include his (i) strong academic credentials and working experience with accounting and finance in general, and with accounting and finance in China in particular, (ii) status as associate Dean of one of the best business schools in China, and (iii) extensive connections in the telecom and tech industries in China. | Dr. Dave Qi’s term expires at the 2013 Annual Meeting. | ||||||||
Mr. Shi Wang Chairman of China Vanke Co., Ltd. 61 years old. Director since 2005. (3) | Mr. Shi Wang is the Chairman of the Board of Directors of Vanke, of which he also served as General Manager from 1991 to 1999. Mr. Shi Wang founded the Shenzhen Exhibition Center of Modern Science and Education Equipment in 1984, which is the predecessor of Vanke. Mr. Shi Wang is the Executive Manager of the China Real Estate Association and is Deputy Director of the City Housing Development Council of the China Real Estate Association. We believe Mr. Shi Wang’s qualifications to serve on our Board include (i) history as the founder of Vanke, a PRC listed company, (ii) status and track record as a successful entrepreneur in China, and (iii) extensive experience managing a listed company. | Mr. Shi Wang’s term expires at the 2013 Annual Meeting. |
(1) | member of our Audit Committee |
(2) | member of our Compensation Committee |
(3) | member of our Nominating Committee |
OUR BOARD OF DIRECTORS
and approves restricted stock unit, stock option grants and other share-based awards under our equity incentive plans, and otherwise determines compensation levels and performs such other functions regarding compensation as our Board may delegate to our Compensation Committee. Our Compensation Committee does not have a written charter. Our Compensation Committee designed an executive compensation program in order to reward excellent performance and retain talented executive officers through a combination of cash and equity incentive awards. The Compensation Discussion and Analysis below provides additional information regarding the Compensation Committee’s determination of named executive officer and director compensation levels and our Compensation Committee’s policies and procedures in making such determinations.
• | The candidate’s name, age, business address, residence address, principal occupation or employment, the class and number of shares of our capital stock the candidate beneficially owns, a brief description of any |
direct or indirect relationships with us and other information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director; | ||
• | A signed consent of the nominee to being named as a nominee, to cooperate with reasonable background checks and personal interviews and to serve as a director, if elected; and | |
• | As to the stockholder proposing such nominee, that stockholder’s name and address, the class and number of shares of our capital stock the stockholder beneficially owns, a description of all arrangements or understandings between the stockholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made, a list of all other companies that the stockholder has recommended the candidate to for election as a director in that fiscal year, and a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person named in its notice. |
• | Appropriate weighting towards long-term incentive compensation, with share incentives representing the higher percentage, discourages short-term risk taking; |
• | goals are appropriately set to avoid targets that, if not achieved, result in a large percentage loss of compensation; |
• | we do not rely on hard targets that can only be evaluated with reference to numerical results, so as to minimize the risk of our executives’ focusing excessively on short-term results; and |
• | we have a limit on the total amount of compensation that can be paid to each executive, which helps reduce the risk of our executives’ pursuing achievement of short term goals in order to increase compensation. |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class(1) | ||||||||
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Charles Zhang | 7,741,254 | (2) | 20.33 | % | ||||||
Edward Roberts | 484,114 | (3) | 1.27 | % | ||||||
Belinda Wang | 70,000 | (4) | * | |||||||
Charles Huang | 65,561 | (5) | * | |||||||
Carol Yu | 30,000 | (6) | * | |||||||
Dave Qi | 26,777 | (7) | * | |||||||
Shi Wang | 26,561 | (8) | * | |||||||
Xiaochuan Wang | 23,858 | (9) | * | |||||||
Zhonghan Deng | 10,538 | (10) | * | |||||||
All directors, nominees and executive officers as a group (9 persons) | 8,478,663 | (11) | 22.21 | % | ||||||
Orbis Investment Management Ltd. | 7,076,876 | (12) | 18.63 | % | ||||||
Photon Group Limited | 7,028,254 | (13) | 18.50 | % | ||||||
Wellington Management Co. LLP | 2,421,469 | (14) | 6.37 | % |
* | Less than 1%. | |
(1) | Includes the number of shares and percentage ownership represented by such shares determined to be beneficially owned by a person in accordance with the rules of the SEC. The number of shares beneficially owned by a person includes shares of common stock subject to options or restricted stock units held by that person that are currently exercisable or convertible or that are exercisable or convertible within 60 days of April 13, 2012. Such shares are deemed outstanding for the purpose of computing the percentage of outstanding shares owned by that person. Such shares are not deemed outstanding, however, for the purpose of computing the percentage ownership of each other person. | |
(2) | Includes (i) 76,500 shares of our common stock subject to options exercisable within 60 days of April 13, 2012 and (ii) 7,028,254 shares of our common stock beneficially owned by Photon Group Limited. Dr. Charles Zhang is a Director of Photon Group Limited, and may be deemed to be a beneficial owner of shares owned by it. Dr. Charles Zhang disclaims beneficial ownership of such shares. Dr. Charles Zhang’s address is c/o Sohu.com Inc., Level 12, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, People’s Republic of China. | |
(3) | Includes (i) 24,000 shares of our common stock subject to options held by Dr. Edward B. Roberts which are exercisable within 60 days of April 13, 2012; (ii) 117,917 shares held by the Edward B. Roberts Trust — 2003, dated as of October 3, 2003 (iii) 225,420 shares held by the Nancy H. Roberts Trust — 2003, dated as of October 3, 2003; and (iv) 100,000 shares held by Edward B. Roberts 2010 QAIT #2; Edward Roberts and Nancy Roberts are the trustees. Dr. Roberts’s address is 300 Boylston Street, Boston, Massachusetts 02116, U.S.A. | |
(4) | Ms. Belinda Wang’s address is c/o Sohu.com Inc., Level 12, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, People’s Republic of China. | |
(5) | Includes 49,000 shares of our common stock subject to options exercisable within 60 days of April 13, 2012. Mr. Charles Huang’s address is Suite 5206, Central Plaza, 18 Harbour Road, Hong Kong. |
(6) | Ms. Carol Yu’s address is c/o Sohu.com Inc., Level 12, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, People’s Republic of China. |
(7) | Includes 10,000 shares of our common stock subject to options exercisable within 60 days of April 13, 2012. Dr. Dave Qi’s address is c/o Sohu.com Inc., Level 12, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, People’s Republic of China. |
(8) | Includes 10,000 shares of our common stock subject to options exercisable within 60 days of April 13, 2012. Mr. Shi Wang’s address is Vanke Architecture Research Center, No. 68 Meilin Road, Futian District, Shenzhen 518049, People’s Republic of China. |
(9) | Includes 5,000 shares of our common stock subject to options exercisable within 60 days of April 13, 2012. Mr. Xiaochuan Wang’s address is c/o Sohu.com Inc., Level 12, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, People’s Republic of China. |
(10) | Dr. Zhonghan Deng’s address is c/o Sohu.com Inc., Level 12, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, People’s Republic of China. |
(11) | Includes 174,500 shares of our common stock that such persons have the right to acquire pursuant to currently exercisable options or options that may be exercised within 60 days of April 13, 2012. |
(12) | Orbis Investment Management Ltd’s address is Orbis House, 25 Front Street, Hamilton HM 11, Bermuda, U.S.A. |
(13) | Photon Group Limited’s address is c/o Sohu.com Inc., Level 12, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, People’s Republic of China. |
(14) | Wellington Management Co. LLP’s address is 280 Congress Street, Boston, MA 02210 United States. |
• | the nature of the related person’s interest in the transaction; |
• | the material terms of the transaction, including, without limitation, the amount and type of transaction; |
• | the importance of the transaction to the related person and to us; |
• | whether the transaction would impair the judgment of any of our directors or executive officers to act in our best interest; |
• | whether the terms of the transaction are substantially equal to or more favorable to us and no more favorable to the related person than if we had negotiated similar arrangements with non-affiliated third parties; and |
• | any other matters our Audit Committee deems appropriate. |
• | received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence; |
• | discussed with the independent auditors the independent auditors’ independence; and |
• | discussed with the independent auditors the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. |
Mr. Charles Huang
Dr. Zhonghan Deng
• | Attract and retain executives who will significantly contribute to the creation of value for our stockholders; |
• | Pay compensation that is competitive in comparison to that paid by others in our industry; |
• | Effectively make use of our cash and available equity incentives by determining appropriate cash salary and bonus and equity award components in view of each executive’s position and responsibility level in our company, individual performance, skills, competency, experience, and contribution to our realization of our performance goals as a company; and |
• | Rationally and fairly pay performance-based compensation through a combination of financial performance reviews and non-quantitative evaluations, in order to help ensure transparency in our executive compensation decisions. |
• | Cash compensation, which includes an annual salary and the opportunity to earn an annual performance-based cash bonus; |
• | Equity incentive compensation, in the form of stock options and restricted stock units; |
• | Other benefits, in the form of housing allowances, tax equalization, tuition/training reimbursement and premiums paid for health, life, travel and disability insurance; and |
• | Severance benefits. |
• | Our executive compensation program is administered by the Compensation Committee of our Board. The Compensation Committee annually reviews the overall compensation of our named executive officers. |
• | Beginning in 2011, our Human Resources (“HR”) department engaged the Hay Group, a management compensation consultant, to develop and provide recommendations as to our executive compensation plan and its optimization, including peer group selection, compensation and performance comparisons, and annual compensation adjustments. |
• | Based on their analysis and database, the Hay Group recommended that we increase from the previous year both the base salary levels of our named executive officers and the amount of the target levels for bonuses. |
• | Our HR department submitted to our Chief Executive Officer for review a proposal that it had prepared based on the Hay Group’s recommendations, and our Chief Executive Officer adjusted the recommendations based on his judgments as to each named executive officer’s performance and responsibilities. Our HR department then submitted the revised proposal to the Compensation Committee and made revisions based on comments from the Compensation Committee. The Compensation Committee approved the revised recommendations. The compensation recommendations for our Chief Executive Officer were submitted to our full Board for approval, with our Chief Executive Officer abstaining from the Board’s vote. |
• | the competitiveness of the total compensation packages for our named executive officers as compared to the total compensation packages for similarly situated named executive officers at peer companies in different markets, including the Chinese market and the U.S. market; |
• | the level of responsibility of our named executive officers; and |
• | the skills, competency, and past work experience of our named executive officers. |
• | Base salary. We aim to offer pay at a level that is sufficiently competitive to attract and retain experienced and successful executives. We make adjustments to base salaries with reference to individual performance, contributions to our business, competitive pay levels and comparisons to pay levels to our other executives. The base salary is set to reflect the named executive officer’s level of responsibility, expertise, skills, knowledge and experience. |
• | Annual cash incentive. We offer an annual cash bonus incentive to encourage and reward contributions to our annual financial performance objectives, strategic objectives and an executive’s leadership. The potential award amount varies with the degree to which we achieve our annual financial objectives, the extent to which the executive officer contributes to strategic and operational objectives and their individual leadership. The incentive payouts are linked to Sohu’s performance, with individual compensation differentiated based on individual performance. The actual total cash compensation (base salary and annual cash incentive) of one of our named executive officers may reach the market 75th percentile under circumstances where Sohu’s performance and the named executive officer’s performance are both determined to be excellent. We set the annual cash bonus’s variation range with the maximum of annual bonus ratio at 180%, to encourage our executives to achieve outstanding performance, and to allow their actual total cash compensation to be increasingly attractive in comparison to the market as performance levels increase. |
• | Long-term incentives. Long-term incentives are designed to encourage and reward building long-term stockholder value and to retain our executive officers. We provide a mix of stock options and RSUs, with the Compensation Committee determining the mix and the amounts awarded each year. |
• | consideration of pay-for-performance, in order to align compensation with our business objectives and performance; |
• | consideration of the state of the market for executive talent, in order to position Sohu competitively among the companies against which we recruit and compete for talent, in order to enable us to attract, retain, and reward executive officers; and |
• | the availability of relevant data from the companies selected. |
• | Netflix, Inc.; |
• | AOL Inc; and |
• | Yahoo! Inc. etc. |
50th percentile, and the maximum possible total cash compensation to be at Peer Group 2’s 75th percentile. The Peer Group 2 companies include more than 435 companies such as:
• | Coca-Cola (China); |
• | Hitachi Electronic (Shanghai); and |
• | Siemens Investment (China). |
• | SINA Corporation; |
• | NetEase.com, Inc.; |
• | Tencent Holdings Ltd.; |
• | Baidu, Inc.; and |
• | Alibaba Group Holding Limited. |
• | Key financial measurements such as revenue, operating profit, earnings per share and operating margins; |
• | Revenue growth percentage compared with selected competitors to indicate our growth or loss in market share; |
• | Promoting commercial excellence by launching new or continuously improving products or services; |
• | Becoming or remaining as a leading market player and attracting and retaining customers and users; |
• | Achieving excellence in the named executive officer’s business area of responsibility; and |
• | Supporting our values by promoting a culture of integrity and adherence to our code of conduct. |
approximately at Peer Group 2’s 75th percentile, with the goal of allowing us to be competitive in the market for executive talent, (ii) the individual named executive officer’s level of responsibility within our company, with the goal of promoting a sense of fairness among our employees, (iii) performance targets, including annual performance, strategic indicators, and leadership competency, and (iv) changes in the U.S. dollar to Chinese Yuan exchange rate. The Hay Group allocated the recommended targeted total compensation for each executive officer into four components, consisting of (i) base salaries, (ii) targeted annual performance bonuses, which generally are approximately 60% to 80% of base salary, (iii) equity awards, and (iv) allowances, such as housing allowances, ranging from $30,000 to $110,000.
• | Optimize our comparison of peer groups’ corporate performance and executive compensation and clarify how to determine target levels and market positioning of our executive compensation; |
• | Optimize the pay mix of our executives and moderately increase the proportion of variable pay in the total direct compensation package to enhance its incentive features; |
• | Clarify the basis of determining annual changes in our executives’ compensation levels; and |
• | Introduce multidimensional evaluation to enhance the link between bonus payout and performance, and clarify the range of our Chief Executive Officer’s discretion. |
2011 Increase | ||||||||||||||||||
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Name | 2010 Base Salary | Increase Amount | Increase Percentage | 2011 Base Salary Effective January 1, 2011 | ||||||||||||||
Charles Zhang | $ | 440,000 | $ | 20,000 | 4.55 | % | $ | 460,000 | ||||||||||
Carol Yu | $ | 330,000 | $ | 20,000 | 6.06 | % | $ | 350,000 | ||||||||||
Belinda Wang | $ | 330,000 | $ | 10,000 | 3.03 | % | $ | 340,000 | ||||||||||
Xiaochuan Wang | $ | 200,000 | $ | 30,000 | 15.0 | % | $ | 230,000 |
• | The executive’s annual bonus ratio is initially determined based on a financial performance review, with a maximum of 150% and a minimum of 0%, with internal company financial performance weighted at 70% and the relative financial performance of our company weighted at 30%; and |
• | Our Chief Executive Officer has the discretion to increase the range to a top maximum of 180%, and a top minimum of 100% based on our Chief Executive Officer’s non-quantitative evaluation based on strategic indicators and competency indicators. |
% attainment | Bonus entitlement before CEO discretion | CEO Discretion range | ||||||||
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< 90% | 0 bonus | 0 bonus | ||||||||
90 to 100% | 90 | % | 50%–110% | |||||||
101 to 105% | 100 | % | 70–130% | |||||||
106 to 120% | 110 | % | 80–150% | |||||||
121% to 150% | 120 | % | 100–180% |
individual bonus levels: (i) progress towards achieving specified objectives; (ii) achievement of short-term versus long-term objectives; (iii) comparison between our products and services, and similar products and services of our competitors; (iv) effectiveness of the named executive officer’s leadership; and (v) special contributions, if any. Bonus eligibility as a percentage of base salary, after any discretionary adjustment, varied with respect to each named executive officer as set forth below.
Name | 2011 Threshold Bonus Opportunity (as a % of base salary) | 2011 Targeted Bonus Opportunity (as a % of base salary) | 2011 Maximum Bonus Opportunity (as a % of base salary) | |||||||||||
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Charles Zhang | 0 | % | 60 | % | 108 | % | ||||||||
Carol Yu | 0 | % | 60 | % | 108 | % | ||||||||
Belinda Wang | 0 | % | 80 | % | 144 | % | ||||||||
Xiaochuan Wang | 0 | % | 60 | % | 108 | % |
insights into our confidential planning process and strategies, thereby causing competitive harm. Our performance goals were designed to be aggressive and there was a risk that bonus awards would not be made at all or would be made at less than 100% of the target amounts. The uncertainty in meeting the performance goals helped ensure that the bonus awards made were truly performance-based, consistent with our strategic objectives.
income, with our company bearing the remaining tax required by law. We believe that providing this benefit to executive officers is customary in China and necessary for us to continue attracting talented individuals.
Dr. Dave Qi
Name and Principal Position | Year | Salary ($) | Sohu Option Awards ($)(2) | Sohu Stock Awards ($)(2) | Sogou Share Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Charles Zhang. | 2011 | $ | 460,000 | $ | 0 | $ | 531,051 | $ | 0 | $ | 276,000 | $ | 504,624 | $ | 1,771,675 | |||||||||||||||||||
Chairman of the Board and | 2010 | $ | 440,000 | $ | 0 | $ | 957,383 | $ | 0 | $ | 264,990 | $ | 433,160 | $ | 2,095,533 | |||||||||||||||||||
Chief Executive Officer | 2009 | $ | 400,000 | $ | 10,942 | $ | 123,573 | $ | 0 | $ | 204,000 | $ | 392,753 | $ | 1,131,268 | |||||||||||||||||||
Carol Yu | 2011 | $ | 350,000 | $ | 0 | $ | 529,000 | $ | 109,678 | $ | 273,000 | $ | 320,908 | $ | 1,582,586 | |||||||||||||||||||
Co-President and | 2010 | $ | 330,000 | $ | 0 | $ | 941,742 | $ | 0 | $ | 234,878 | $ | 294,223 | $ | 1,800,843 | |||||||||||||||||||
Chief Financial Officer | 2009 | $ | 300,000 | $ | 15,295 | $ | 89,356 | $ | 0 | $ | 198,900 | $ | 193,704 | $ | 797,255 | |||||||||||||||||||
Belinda Wang | 2011 | $ | 340,000 | $ | 0 | $ | 704,649 | $ | 91,399 | $ | 326,400 | $ | 78,819 | $ | 1,541,267 | |||||||||||||||||||
Co-President and | 2010 | $ | 330,000 | $ | 0 | $ | 1,250,262 | $ | 0 | $ | 218,042 | $ | 164,945 | $ | 1,963,249 | |||||||||||||||||||
Chief Operating Officer | 2009 | $ | 300,000 | $ | 4,393 | $ | 107,760 | $ | 0 | $ | 244,800 | $ | 68,100 | $ | 725,053 | |||||||||||||||||||
Xiaochuan Wang | 2011 | $ | 230,000 | $ | 0 | $ | 528,132 | $ | 1,011,614 | $ | 207,000 | $ | 45,765 | $ | 2,022,511 | |||||||||||||||||||
Chief Technology Officer | 2010 | $ | 200,000 | $ | 0 | $ | 942,304 | $ | 0 | $ | 115,300 | $ | 42,589 | $ | 1,300,193 | |||||||||||||||||||
2009 | $ | 180,000 | $ | 5,857 | $ | 92,148 | $ | 0 | $ | 90,540 | $ | 38,403 | $ | 406,948 |
(1) | All 2011 annual cash bonuses paid to our named executive officers are reflected in the non-equity incentive plan compensation column of this table and were earned pursuant to our 2011 Executive Bonus Plan. |
(2) | For 2011, the amount only represents expense recognized with respect to stock awards, granted from January 1, 2006 through December 31, 2011. No expense was recognized with respect to option awards because the requisite service periods the options granted had ended by the end of 2009. See Note 15, “Sohu.com Inc. Shareholders’ Equity” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 for the relevant assumptions we used to determine the valuation of our option awards and stock awards. |
(3) | All compensation earned in 2011 under our 2011 Executive Bonus Plan will be paid on April 27, 2012. |
(4) | The table below shows the components of this column for 2011, which include housing allowances, tax equalization, premiums paid for health, life, travel and disability insurance, and training fee. |
Name | Housing Allowances | Tax Equalization | Health, Life, Travel and Disability Insurance | Training fee | Total | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Charles Zhang | $ | 110,000 | $ | 373,410 | $ | 21,214 | $ | 0 | $ | 504,624 | ||||||||||||
Carol Yu | $ | 110,000 | $ | 193,318 | $ | 17,590 | $ | 0 | $ | 320,908 | ||||||||||||
Belinda Wang | $ | 58,000 | $ | 0 | $ | 20,819 | $ | 0 | $ | 78,819 | ||||||||||||
Xiaochuan Wang | $ | 30,000 | $ | 0 | $ | 15,765 | $ | 0 | $ | 45,765 |
(5) | For 2011, the amount represents expense recognized with respect to Sogou share option awards. For Sogou share option awards granted in 2011, see the “Grants of Plan-Based Awards” table below. |
Estimated Payouts Under Non-Equity Incentive Plan Awards(1) | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Options Awards | |||||||||||||||||||||||||||||
Sohu | Sogou(2) | Sohu | Sogou(2) | ||||||||||||||||||||||||||||||||
Charles Zhang | N/A | $ | 0 | $ | 276,000 | $ | 496,800 | 0 | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
Carol Yu | N/A | $ | 0 | $ | 210,000 | $ | 378,000 | 0 | 2,880,000 | $ | 0 | $ | 109,678 | (3) | |||||||||||||||||||||
Belinda Wang | N/A | $ | 0 | $ | 272,000 | $ | 489,600 | 0 | 2,400,000 | $ | 0 | $ | 91,399 | (3) | |||||||||||||||||||||
Xiaochuan Wang | N/A | $ | 0 | $ | 138,000 | $ | 248,400 | 0 | 14,400,000 | $ | 0 | $ | 1,011,614 | (3) |
(1) | The amounts shown represent the range of non-equity incentive bonus opportunities for each named executive officer under our 2011 Executive Bonus Plan. The plan is described in detail in the “Compensation Discussion and Analysis” above. Payment of bonuses under our 2011 Executive Bonus Plan will be made on April 27, 2012, and actual payments are reflected in the “Summary Compensation Table” in the column titled “Non-Equity Incentive Plan Compensation.” |
(2) | Sogou share options were granted by us under Sogou’s 2010 Share Incentive Plan for the exercise of Sogou ordinary shares that we hold and reserved for that purposes. The terms of the Sogou share options granted are described in the section below entitled “Terms of Stock Option Awards and Restricted Stock Unit and Sogou Share Option Awards”. |
(3) | The Sogou share options will become vested and exercisable in four equal installments, with each installment to be vested upon achievement of certain performance targets. The grant date fair value in this table only includes the first installment, as the performance targets had been established as of the grant date. Grant date fair values for the remaining three installments were not determinable as of the grant date, because performance targets for vesting purposes had not yet been established. Accordingly, we did not recognize share-based compensation expense in 2011 with respect to the other three installments. |
• | payments equal to the named executive officer’s monthly base salary (which includes his or her housing allowance) in effect on the date of termination for the shorter of (i) six months and (ii) the remainder of the term of the named executive officer’s employment agreement; and |
• | insurance benefits for so long as we are obligated to pay severance. |
• | the named executive officer will not be entitled to any further payments from us; |
• | any insurance or other benefits that have continued will terminate immediately; and |
• | the named executive officer must reimburse us for any severance payments previously made by us to the named executive officer. |
share of our common stock for each unit vested, in each case subject to any additional or different terms set forth in the applicable award agreement. Restricted stock units granted to date may only settle upon vesting in our common stock, and we expect that generally we will continue to grant restricted stock units that may only settle upon vesting in our common stock. With respect to restricted stock units granted to our named executive officers, 25% of the restricted stock units vest each year, beginning on the first anniversary of the grant date. Any restricted stock units granted under the 2010 Stock Incentive Plan will vest on the same schedule, unless our Compensation Committee determines otherwise with the approval of our full Board.
Option Awards(1) | Stock Awards(1) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Unexercised Options Exercisable(7) (#) | Number of Securities Underlying Unexercised Options Unexercisable(7) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | |||||||||||||||||||||
Charles Zhang | 10,938 | (2) | 0 | $ | 1.18 | 1/30/2012 | 22,500 | (8) | $ | 1,125,000 | |||||||||||||||||
37,500 | (3) | 0 | $ | 8.39 | 1/9/2013 | — | — | ||||||||||||||||||||
9,000 | (4) | 0 | $ | 34.51 | 1/1/2014 | — | — | ||||||||||||||||||||
30,000 | (5) | 0 | $ | 22.86 | 7/25/2015 | — | — | ||||||||||||||||||||
Carol Yu | — | — | — | — | 22,500 | (8) | $ | 1,125,000 | |||||||||||||||||||
Belinda Wang | — | — | — | — | 30,000 | (8) | $ | 1,500,000 | |||||||||||||||||||
Xiaochuan Wang | 5,000 | (6) | 0 | $ | 17.65 | 3/29/2015 | 22,500 | (8) | $ | 1,125,000 |
(1) | Sohu options and restricted stock unit awards were granted under our 2000 Stock Incentive Plan and 2010 Stock Incentive Plan, and relate to our common stock. |
(2) | These options became fully vested on January 31, 2006. |
(3) | These options became fully vested on January 10, 2007. |
(4) | These options were granted to Dr. Charles Zhang in consideration of his services as a member of our Board of Directors and became fully vested on January 2, 2005. |
(5) | These options became fully vested on July 26, 2009. |
(6) | These options became fully vested on March 30, 2009. |
(7) | 25% of the initial option granted vests on the first anniversary of the grant date and 6.25% of the options vests quarterly thereafter, except that options granted to Dr. Charles Zhang on January 2, 2004 became fully vested on January 2, 2005. |
The grant date of each option is listed on the table below by reference to the expiration date set forth in the table below.
Grant Date | Expiration Date | |||||
---|---|---|---|---|---|---|
1/31/2002 | 1/30/2012 | |||||
1/10/2003 | 1/9/2013 | |||||
1/2/2004 | 1/1/2014 | |||||
3/30/2005 | 3/29/2015 | |||||
7/26/2005 | 7/25/2015 |
(8) | These restricted stock units were granted on January 21, 2010 and will become fully vested on January 21, 2014. |
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Carol Yu | 720,000 | (9) | 2,160,000 | $ | 0.625 | 6/3/2021 | ||||||||||||
Belinda Wang | 600,000 | (9) | 1,800,000 | $ | 0.625 | 6/3/2021 | ||||||||||||
Xiaochuan Wang | 600,000 | (9) | 1,800,000 | $ | 0.625 | 3/31/2021 | ||||||||||||
3,000,000 | (10) | 9,000,000 | $ | 0.001 | 3/31/2021 |
(9) | These options were granted by Sohu under the Sogou 2010 Share Incentive Plan. Vesting is in equal annual installments, except that vesting is also subject to Sogou’s achievement of performance milestones determined by our Board. |
(10) | These options were granted by Sogou under Sogou’s 2010 Share Incentive Plan. Vesting is in equal annual installments, except that vesting is also subject to Mr. Xiaochuan Wang’s achievement of performance milestones determined by Sogou’s board of directors. The grant date of each option is listed on the table below by reference to the applicable expiration date. |
Grant Date | Expiration Date | |||||
---|---|---|---|---|---|---|
4/1/2011 | 3/31/2021 | |||||
6/4/2011 | 6/3/2021 |
Option Awards(1) | Stock Awards(1) | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Acquired On Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||||||||||||||
Charles Zhang | 0 | $ | 0 | 15,000 | $ | 1,124,175 | |||||||||||||
Carol Yu | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||
Belinda Wang | 8,126 | $ | 544,221 | 16,250 | $ | 1,190,763 | |||||||||||||
Xiaochuan Wang | 5,000 | $ | 341,000 | 12,750 | $ | 968,430 |
(1) | Reflects shares received upon the vesting and settlement of restricted stock units granted under the Sohu 2000 Stock Incentive Plan. |
• | willful misconduct or gross negligence by the named executive officer, or any willful or grossly negligent omission to perform any act, resulting in injury to us; |
• | misconduct or negligence of the named executive officer that results in gain or personal enrichment of the named executive officer to our detriment; |
• | breach of any of the named executive officer’s agreements with us, including, but not limited to, the repeated failure to perform substantially the named executive officer’s duties to us, excessive absenteeism or dishonesty; |
• | any attempt by the named executive officer to assign or delegate his or her employment agreement or any of the rights, duties, responsibilities, privileges or obligations thereunder without our prior consent (except in respect of any delegation by the named executive officer of his employment duties thereunder to our other employees in accordance with our usual business practice); |
• | the named executive officer’s indictment or conviction for, or confession of, a felony or any crime involving moral turpitude under the laws of the U.S. or any State thereof, or under the laws of China or Hong Kong; |
• | declaration by a court that the named executive officer is insane or incompetent to manage his or her business affairs; |
• | habitual drug or alcohol abuse which materially impairs the named executive officer’s ability to perform his or her duties; or |
• | filing of any petition or other proceeding seeking to find the named executive officer bankrupt or insolvent. |
• | any person (within the meaning of Section 13(d) or Section 14(d)(2) of the Securities Exchange Act of 1934) other than us, any trustee or other fiduciary holding securities under an employee benefit plan of Sohu or any corporation owned, directly or indirectly, by our stockholders in substantially the same proportion as their ownership of our common stock, becomes the direct or beneficial owner of securities representing 50% or more of the combined voting power of our then-outstanding securities; |
• | during any period of two consecutive years after the date of the named executive officer’s employment agreement, individuals who at the beginning of such period constitute our Board, and all new directors (other than directors designated by a person who has entered into an agreement with us to effect a transaction described in the first, third and fourth bullet point of this definition) whose election or nomination to our Board was approved by a vote of at least two-thirds of the directors then in office, cease for any reason to constitute at least a majority of the members of our Board; |
• | the effective date of a merger or consolidation of us with any other entity, other than a merger or consolidation which would result in our voting securities outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; |
• | our complete liquidation or the sale or disposition by us of all or substantially all of our assets; or |
• | there occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Securities and Exchange Act of 1934, whether or not we are then subject to such reporting requirements. |
• | any significant change in the duties and responsibilities of the named executive officer inconsistent in any material and adverse respect with the name executive officer’s title and position (including status, officer positions and reporting requirements), authority, duties or responsibilities as contemplated by the named executive officer’s employment agreement. |
• | any material breach by us of the employment agreement with the named executive officer, including without limitation any reduction of the named executive officer’s base salary or our failure to pay to the named executive officer any portion of his or her compensation; or |
• | the failure, in the event of a change-in-control in which we are not the surviving entity, of the surviving entity or the successor to our business to assume the named executive officer’s employment agreement pursuant to its terms or to offer the named executive officer employment on substantially equivalent terms to those set forth in such employment agreement. |
Involuntary Termination | Change in Control | ||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Involuntary Termination within 12 months | |||||||||||||||||||||||||||||||||||
Name | | Compensation Element | | Voluntary Resignation for Good Reason | | Death or Disability | | Without Cause | | For Cause | | Voluntary Resignation for Good Reason | | Without Cause | | For Cause | |||||||||||||||||||
Charles Zhang | Severance Pay(1) | $ | 314,247 | (2) | $ | 0 | $ | 314,247 | (2) | $0 | $ | 314,247 | (2) | $ | 314,247 | (2) | $0 | ||||||||||||||||||
Housing Allowance(1) | $ | 110,000 | $ | 0 | $ | 110,000 | $0 | $ | 110,000 | $ | 110,000 | $0 | |||||||||||||||||||||||
Bonus | $ | 0 | (3) | $ | 0 | (4) | $ | 0 | (3) | $0 | $ | 0 | (3) | $ | 0 | (3) | $0 | ||||||||||||||||||
Benefits | $ | 10,607 | $ | 0 | $ | 10,607 | $0 | $ | 10,607 | $ | 10,607 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sohu Stock Options and Restricted Stock Unit Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 411,546 | $0 | |||||||||||||||||||||||
Total | $ | 434,854 | $ | 0 | $ | 434,854 | $0 | $ | 434,854 | $ | 846,400 | $0 | |||||||||||||||||||||||
Carol Yu | Severance Pay(1) | $ | 175,000 | $ | 0 | $ | 175,000 | $0 | $ | 175,000 | $ | 175,000 | $0 | ||||||||||||||||||||||
Housing Allowance(1) | $ | 55,000 | $ | 0 | $ | 55,000 | $0 | $ | 55,000 | $ | 55,000 | $0 | |||||||||||||||||||||||
Bonus | $ | 0 | (3) | $ | 0 | (4) | $ | 0 | (3) | $0 | $ | 0 | (3) | $ | 0 | (3) | $0 | ||||||||||||||||||
Benefits | $ | 8,795 | $ | 0 | $ | 8,795 | $0 | $ | 8,795 | $ | 8,795 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sohu Stock Options and Restricted Stock Unit Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 411,546 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sogou Share Options Awards | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||
Total | $ | 238,795 | $ | 0 | $ | 238,795 | $0 | $ | 238,795 | $ | 650,341 | $0 |
Involuntary Termination | Change in Control | ||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Involuntary Termination within 12 months | |||||||||||||||||||||||||||||||||||
Name | | Compensation Element | | Voluntary Resignation for Good Reason | | Death or Disability | | Without Cause | | For Cause | | Voluntary Resignation for Good Reason | | Without Cause | | For Cause | |||||||||||||||||||
Belinda Wang | Severance Pay(1) | $ | 234,247 | (2) | $ | 0 | $ | 234,247 | (2) | $0 | $ | 234,247 | (2) | $ | 234,247 | (2) | $0 | ||||||||||||||||||
Housing Allowance(1) | $ | 58,000 | $ | 0 | $ | 58,000 | $0 | $ | 58,000 | $ | 58,000 | $0 | |||||||||||||||||||||||
Bonus | $ | 0 | (3) | $ | 0 | (4) | $ | 0 | (3) | $0 | $ | 0 | (3) | $ | 0 | (3) | $0 | ||||||||||||||||||
Benefits | $ | 10,410 | $ | 0 | $ | 10,410 | $0 | $ | 10,410 | $ | 10,410 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sohu Stock Options and Restricted Stock Unit Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 548,727 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sogou Share Options Awards | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||
Total | $ | 302,657 | $ | 0 | $ | 302,657 | $0 | $ | 302,657 | $ | 851,384 | $0 | |||||||||||||||||||||||
Xiaochuan Wang | Severance Pay(1) | $ | 141,747 | (2) | $ | 0 | $ | 141,747 | (2) | $0 | $ | 141,747 | (2) | $ | 141,747 | (2) | $0 | ||||||||||||||||||
Housing Allowance(1) | $ | 27,500 | $ | 0 | $ | 27,500 | $0 | $ | 27,500 | $ | 27,500 | $0 | |||||||||||||||||||||||
Bonus | $ | 0 | (3) | $ | 0 | (4) | $ | 0 | (3) | $0 | $ | 0 | (3) | $ | 0 | (3) | $0 | ||||||||||||||||||
Benefits | $ | 7,883 | $ | 0 | $ | 7,883 | $0 | $ | 7,883 | $ | 7,883 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sohu Stock Options and Restricted Stock Unit Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 411,546 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sogou Share Options Awards | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||
Total | $ | 177,130 | $ | 0 | $ | 177,130 | $0 | $ | 177,130 | $ | 588,676 | $0 |
(1) | Severance payments are made ratably over the severance period according our standard payroll practices. |
(2) | Dr. Charles Zhang, Ms. Belinda Wang and Mr. Xiaochuan Wang would have been entitled to the severance benefits under Chinese law as these benefits would have been greater than their severance benefits under their employment agreements with us. |
(3) | In the event of a voluntary resignation for good reason or an involuntary termination without cause, our named executive officers are each entitled to receive payments of the bonus for the remainder of the year of the termination, but only to the extent that the bonus would have been earned had the named executive officers continued in employment through the end of such year, as determined in good faith by our Chief Executive Officer, Board or our Compensation Committee based on the specific corporate and individual performance targets established for such fiscal year, and only to the extent that bonuses were paid for such fiscal year to other similarly situated employees. The payment of the entire 2011 bonus rests on the assumption that each of the named executive officers voluntarily resigned for good reason and/or was terminated without cause as of December 31, 2011and that no additional bonus would have been due as a result of the termination. |
(4) | In the event of a termination of named executive officer’s employment by reason of death or disability, they or their estates or representatives, as applicable, are entitled to receive the bonus for the year in which the death or disability occurs to the extent that a bonus would have been earned had named executive officers continued in employment through the end of such year, as determined in good faith by our Chief Executive Officer, Board or our Compensation Committee based on the specific corporate and individual performance targets established for such fiscal year, and only to the extent that bonuses are paid for such fiscal year to other similarly situated employees. The payment of the entire 2011 bonus rests on the assumption that each of the named executive officers voluntarily resigned for good reason and/or was terminated without cause as of December 31, 2011 and that no additional bonus would have been due as a result of the termination. |
Name | Sohu Option Awards ($)(2)(3) | Sohu Stock Awards ($)(2)(4) | Total ($) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dave Qi | — | $ | 120,012 | $ | 120,012 | |||||||||
Shi Wang | — | $ | 103,698 | $ | 103,698 | |||||||||
Edward B. Roberts | — | $ | 120,012 | $ | 120,012 | |||||||||
Charles Huang | — | $ | 103,698 | $ | 103,698 | |||||||||
Zhonghan Deng | — | $ | 103,698 | $ | 103,698 |
(1) | Dr. Charles Zhang has been omitted from this table because he receives no compensation for serving on our Board. All compensation paid to Dr. Charles Zhang in fiscal year 2011was paid to him in his capacity as Chief Executive Officer and is reported in the “Summary Compensation Table.” |
(2) | Amounts shown represents expense recognized with respect to restricted stock units and stock options, as applicable, granted from January 1, 2011 through December 31, 2011, in accordance with U.S. GAAP. See Note 15, “Sohu.com Inc. Shareholders’ Equity” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 for the relevant assumptions we used to determine the valuation of our stock awards and option awards. |
(3) | As of December 31, 2011, each of our non-employee directors had the following number of outstanding stock options: Dave Qi: 10,000; Shi Wang: 10,000; Edward B. Roberts: 24,000; Charles Huang: 49,000; and Zhonghan Deng: 0. |
(4) | The grant date fair value of the 2011 restricted stock units granted to each of Dave Qi, Shi Wang, Edward B. Roberts, Charles Huang and Zhonghan Deng, computed in accordance with U.S. GAAP, was $120,012, $103,698, $120,012, $103,698 and $103,698, respectively. |
“Resolved, to approve, on an advisory basis, the compensation paid to Sohu.com Inc.’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, the narrative discussion, and any related material disclosed in this Proxy Statement.” |
ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
SELECTION OF PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS.
April 27, 2012