2018 Guide to Effective Proxies

2.17.10 Peer groups | 455 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES objectives include maintaining competitive pay, linking pay to performance, promoting the creation of stockholder value, and encouraging retention. The Compensation Committee considers the results of this evaluation. In consultation with its compensation consultant, the Compensation Committee also considers general market conditions and specific industry trends. The Compensation Committee reviews each element of our CEO’s compensation, his employment agreement, and a tally sheet to evaluate his target total direct compensation opportunity, and assists our Board of Directors in assessing our CEO’s total compensation. The Compensation Committee also considers our business results, the tax deductibility of our CEO’s compensation, and the other factors described above. Any recommendations from the Compensation Committee are submitted to our Board of Directors for approval, other than elements of compensation intended to comply with Section 162(m) which are determined exclusively by the Compensation Committee. Our CEO does not participate in decisions regarding his own compensation. Process for Determining Compensation of Other Executive Officers Each year, our CEO evaluates the performance of each of our other executive officers, including the other Named Executive Officers. Our CEO makes a recommendation for the compensation of each executive officer to the Compensation Committee based upon his evaluation and information supplied by the Compensation Committee’s compensation consultant. The Compensation Committee considers our CEO’s recommendation relative to our strategic plan, operating goals, and compensation philosophy. In consultation with its compensation consultant, the Compensation Committee also considers general market conditions and specific industry trends. The Compensation Committee also reviews tally sheets with respect to each executive officer, our business results, and tax deductibility considerations. Competitive Positioning For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of comparable technology companies. In February 2016, with the assistance of its compensation consultant, the Compensation Committee re-examined the then-existing compensation peer group to reflect the changes in our revenue and market capitalization, to recognize our evolving business focus and divisional structure, and to account for changes in the competitive market. Based on this effort, in 2016 the Compensation Committee approved a revised compensation peer group consisting of the following companies: Software-as-a-Service (SaaS) Marketing Service Providers (MSPs) Data Services HubSpot j2 Global Marketo Acxiom CoreLogic Fair Isaac TeleTech Holdings NeuStar Endurance International MDC Partners Harte-Hanks Manhattan Associates QlikTechnologies SynchronossTechnologies comScore TransUnion Verint Systems The Dun & Bradstreet Corp. Heartland Payment Systems 44 ACXIOM CORPORATION