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direc tv group Proxy Statement 2004
1. UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
⌧
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
⌧ Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under Rule 14a-12
THE DIRECTV GROUP, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
⌧ No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
2. Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
3. To Stockholders of The DIRECTV Group, Inc.:
The Annual Meeting of Stockholders of The DIRECTV Group, Inc. (the “Company”), formerly named Hughes Electronics
Corporation, will be held at the Citigroup Auditorium, 399 Park Avenue, 12th Floor, New York, New York, at 10:00 a.m., local time,
on June 2, 2004, for the following purposes:
1. To elect nominees to Class I of the Board of Directors for a three-year term.
2. To approve The DIRECTV Group, Inc. 2004 Stock Plan providing for equity based compensation to the employees and
directors of the Company.
3. To approve The DIRECTV Group, Inc. Executive Officer Cash Bonus Plan providing for cash-based incentive payments
to executive officers of the Company.
4. To ratify the appointment of Deloitte & Touche LLP as independent public accountants for the Company for the fiscal year
ending December 31, 2004.
5. To transact such other business as may properly come before the meeting.
All stockholders are invited to attend the meeting. Stockholders of record at the close of business on April 14, 2004, the record
date fixed by the Board of Directors, are entitled to notice of, and to vote at, the meeting. A complete list of stockholders entitled to
notice of, and to vote at, the meeting will be open for examination by the stockholders beginning ten days prior to the meeting for any
purpose germane to the meeting during normal business hours at the office of the Secretary of the Company at 2250 East Imperial
Highway, El Segundo, California 90245 and at 1211 Avenue of the Americas, New York, New York 11036.
Please read the attached proxy statement carefully and submit your proxy as soon as possible. You have your choice of voting
your proxy via the Internet, by telephone or by completing and returning the enclosed proxy card in the envelope provided.
By order of the Board of Directors
Larry D. Hunter
Secretary
El Segundo, California
April 21, 2004
4. THE DIRECTV GROUP, INC.
2250 East Imperial Highway
El Segundo, California 90245
(310) 964-0808
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 2, 2004
The accompanying proxy is solicited by the Board of Directors of The DIRECTV Group, Inc. (the “Company”) for use at the
Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at 10:00 a.m., local time, on June 2, 2004, at the
Citigroup Auditorium, 399 Park Avenue, 12th Floor, New York, New York, and any adjournment thereof.
We expect that this proxy statement and accompanying proxy card will be mailed or will be available through the Internet for
those stockholders receiving their proxy materials electronically, on or after April 21, 2004, to stockholders of record of the Company
at the close of business on April 14, 2004.
VOTING SECURITIES
The Company has one class of outstanding stock entitled to vote at the Annual Meeting, common stock (the “Common Stock”),
and holders of Common Stock are entitled to one vote per share. At the close of business on March 31, 2004, there were
1,384,121,278 shares of Common Stock outstanding and eligible for voting at the Annual Meeting. Only stockholders of record at the
close of business on April 14, 2004, are entitled to notice of, and to vote at, the Annual Meeting.
PROXIES
If you are a stockholder of record (you hold shares in your name in an account with the Company’s stock transfer agent,
EquiServe Trust Company, N.A. (“EquiServe”)), you can vote in any one of the following ways:
• By Internet: Go to the Web site, www.eproxyvote.com/dtv, shown on your proxy card. You will need to enter your voter
control number that appears on your proxy card.
• By Telephone: Call the toll-free number, 1-877-PRX-VOTE (1-877-779-8683), as listed on your proxy card. You will need
to provide your voter control number that appears on your proxy card. Please follow the instructions on your proxy card and
the voice prompts on the telephone.
• By Mail: Mark, sign your name exactly as it appears on your proxy card, date your proxy card and return it in the enclosed
envelope. If you receive more than one proxy card (which means you have shares in more than one account), you must
mark, sign, and date each of them, or alternatively vote all these shares through the Internet or by telephone.
• By Ballot: If you prefer, you may also vote by ballot at the Annual Meeting.
After you have signed and returned the enclosed proxy card or voted through the Internet or by telephone, you may revoke your
proxy at any time until it is voted at the Annual Meeting. You may do this by sending a written notice of revocation or a subsequent
proxy card, by voting subsequently through the Internet or by telephone, or by voting in person at the Annual Meeting. The shares
represented by a proxy will be voted unless the proxy card is received late or in a form that cannot be voted.
If a broker, bank or other record holder holds your shares, please refer to the instructions they provide for your shares to be
voted.
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5. The form of proxy solicited by the Board of Directors allows stockholders the choice to approve, disapprove or abstain with
respect to each matter to be acted upon at the Annual Meeting, other than the election of directors (Proposal 1), as to which the form
of proxy allows stockholders the choice of voting for each or all of the nominees or withholding votes for any or all of the nominees.
Where the solicited stockholder indicates a choice on the form of proxy with respect to any matter to be acted upon, the shares will be
voted as specified. If you sign and return your proxy card and do not specify a choice, your shares will be voted by the Proxy
Committee as the Board of Directors has recommended, as indicated in this proxy statement. Abstentions will not affect the outcome
of the election of directors. With respect to the other proposals to be voted on by stockholders at the Annual Meeting, abstentions and
broker non-votes will have no effect on the outcome of the vote.
In addition, by signing and returning the proxy card or by voting through the Internet or by telephone, you will authorize the
Proxy Committee to vote your shares of Common Stock as you direct on any proposals that the Company does not know about now
but that may be presented properly at the Annual Meeting. The members of the Proxy Committee are Bruce B. Churchill and Larry D.
Hunter.
PROXIES FOR SHARES HELD IN EMPLOYEE STOCK PLANS
If you participate in the following stock plans, your proxy card will serve to instruct the Trustees, plan committees or
independent fiduciaries of those plans how to vote your shares in the plan.
If you do not provide instructions on how to vote your shares held in the following plans, these shares may be voted at the
discretion of the Trustee, plan committee, or independent fiduciary:
Hughes Non-Bargaining Employees Thrift and Savings Plan
Hughes Savings Plus Plan
General Motors Savings-Stock Purchase Program for Salaried Employees in the United States
Delphi Corporation Savings-Stock Purchase Program for Salaried Employees
If you do not provide instructions on how to vote your shares held in the following plans, these shares will remain unvoted:
GMAC Mortgage Group, Inc. Savings Incentive Plan
General Motors Personal Savings Plan for Hourly Rate Employees in the United States
General Motors Canadian Savings-Stock Program for Salaried Employees
Saturn Individual Savings Plan for Represented Members
Delphi Corporation Personal Savings Plan for Hourly-Rate Employees in the United States
The Fidelity Investments Canada Limited Next Step-Personal Retirement Group
QUORUM AND MAJORITIES
A majority of all of the shares of Common Stock entitled to vote at the meeting, present in person or represented by proxy,
constitutes a quorum at the Annual Meeting. Except for Proposals 1 and 2 discussed below, or as otherwise noted, each proposal in
this proxy statement will be approved if it receives a majority of the votes cast by the holders present, either in person or by proxy, at
the meeting. Proposal 1 concerning the election of directors, is somewhat different: the three designated candidates will be elected to
the three available memberships on the Board of Directors, unless there are other properly nominated candidates that receive more
votes. Proposal 2 concerning the Company’s 2004 Stock Plan is also somewhat different: the affirmative vote of a majority of the
votes cast for or against the proposal is required to approve the 2004 Stock Plan, provided that the total vote cast on the proposal
represents over 50% of all votes entitled to be cast on the proposal.
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6. ATTENDING THE ANNUAL MEETING
If you plan to attend the Annual Meeting, please detach and retain the admission ticket that is attached to your proxy card. As
capacity is limited, you may bring only one guest to the meeting. If you hold your stock through a broker, bank or other record holder,
please bring evidence that you own Common Stock to the Annual Meeting and we will provide you with admission tickets. If you
receive your annual meeting materials electronically and wish to attend the Annual Meeting, please follow the instructions provided
for attendance. A form of government-issued photograph identification will also be required to enter the Annual Meeting.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended December 31, 2003 is being mailed to stockholders with this proxy
statement.
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
The Securities and Exchange Commission permits corporations to send a single copy of the annual report and proxy statement to
any household at which two or more stockholders reside if it appears they are members of the same family. Each stockholder will
continue to receive a separate proxy card. This procedure, referred to as householding, is intended to reduce the volume of duplicate
information stockholders receive and also to reduce expenses for corporations. The Company has instituted this procedure for all
stockholders of record.
If one set of these documents was sent to your household for the use of all of the Company’s stockholders in your household,
and one or more of you would prefer to receive your own set, please contact our stock transfer agent, EquiServe, by telephone at 1-
877-498-8904 or by Internet at www.equiserve.com.
If a broker or other record holder holds your shares in the Company, please contact your broker or other record holder directly if
you have questions, require additional copies of the proxy statement or annual report, or wish to receive multiple reports by revoking
your consent to householding.
ELECTRONIC DELIVERY OF ANNUAL MEETING MATERIALS
You can request that you receive the annual report and proxy materials of the Company via the Internet. At your request, you
will receive an e-mail notification when these documents are available electronically through the Internet. Registered stockholders
(those with an account maintained in their name with EquiServe) may sign up for this service at www.econsent.com/dtv.
VOTING INSPECTORS
The Company believes your vote should be private. Therefore, we use an independent specialist to receive, inspect, count and
tabulate proxies. The Company has retained EquiServe for this purpose. Representatives of the independent specialist also act as
inspectors at the Annual Meeting.
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7. SOLICITATION COSTS
The Company will bear the cost of solicitation of proxies. In addition to the solicitation of proxies by mail, certain stockholders
have consented to the delivery of proxy materials by electronic transmission and certain officers and employees of the Company,
without additional remuneration, may also solicit proxies personally, by facsimile and by telephone. In addition to mailing copies of
this material to stockholders, the Company may request persons, and reimburse them for their expenses in connection therewith, who
hold stock in their names or custody or in the names of nominees for others, to forward such material to those persons for whom they
hold stock of the Company and to request their authority for execution of the proxies.
SELECTION OF NOMINEES FOR DIRECTORS
The Nominating and Corporate Governance Committee (“Nominating Committee”) is responsible for reviewing with the Board,
on an annual basis, the appropriate skills and characteristics required of directors in the context of the then current make-up of the
Board. This assessment includes issues of judgment, diversity, age and skills (such as understanding of relevant technologies,
business background, etc.) in the context of an assessment of the perceived needs of the Board at that time.
The Nominating Committee considers recommendations for Board candidates submitted by stockholders using the same criteria
it applies to recommendations from directors and members of management. Subject to limitations in the Company’s Amended and
Restated Certificate of Incorporation, Amended and Restated By-Laws and applicable law, stockholders may submit
recommendations by writing to this Committee in care of The DIRECTV Group, Inc., to the attention of the Corporate Secretary at
2250 E. Imperial Highway, El Segundo, CA 90245. To be considered by the Nominating Committee for the 2005 annual meeting,
recommendations for nominees must comply with the requirements described below in “Stockholder Proposals”, unless otherwise
required by law.
NEWS CORPORATION TRANSACTIONS
On December 22, 2003, a series of transactions were completed that resulted in the split-off of Hughes Electronics Corporation
(now named The DIRECTV Group, Inc.) from General Motors Corporation and the acquisition of 34% of the equity of Hughes
Electronics Corporation by The News Corporation Limited (“News Corporation”). That ownership interest was subsequently
conveyed by News Corporation to Fox Entertainment Group, Inc. (“Fox Entertainment”). We refer to those transactions collectively
in this proxy statement as the “News Transactions”. Effective December 22, 2003, a new Board of Directors was established and
several changes were made in the senior management of the Company.
DIRECTORS
Until December 22, 2003, the Board of Directors had 9 members. On that date, the number of members was increased to 11
members. The Board held a total of 11 meetings in 2003. In 2003, average attendance at Board and committee meetings was 90%.
In addition to being members of the Board, directors may serve on one or more of three standing committees of the Board.
(Please refer to “Committees of the Board of Directors” commencing on page 9 for information concerning committee responsibilities
and current membership.) Directors are expected to spend a considerable amount of time preparing for Board and committee meetings
and, from time to time, may be called upon between meetings. The Board, as well as each committee, can retain the services of
outside advisors at their request.
Based on a review by the Board of all relevant information, the Board has determined that each of Neil R. Austrian, Ralph F.
Boyd, Jr., James M. Cornelius, Charles R. Lee, Peter A. Lund and John L. Thornton has no
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8. material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship
with the Company and that each is an “independent” director as defined by the Amended and Restated By-Laws of the Company, the
Securities Exchange Act of 1934 (the “Exchange Act”) and the Corporate Governance Standards established by the New York Stock
Exchange (“NYSE”). The review by the Board included consideration of, among other things, employment history, information
publicly available from third party filings and responses to a questionnaire completed by each board member on commercial, banking,
professional, charitable, familial and other relationships. Each Board member was provided the opportunity to ask questions of any
member and to consider all relevant information. The Board conducted the review with the guidance of legal counsel on applicable
standards and other relevant considerations.
The non-employee Directors meet in an executive session at each meeting of the Board unless otherwise determined at the
meeting, without members of management present. Because three of the non-employee Directors do not qualify as independent
directors, an additional executive session will be held at least annually, attended only by independent directors.
The executive sessions of the independent directors have such agendas and procedures as are determined by the Chairman of the
Nominating Committee who will serve as lead director and will preside at the executive sessions of the independent directors.
The Company’s Corporate Governance Guidelines, which outline, among other things, responsibilities of the Board, director
qualification standards and Board independence criteria, are available on the Company’s web site, at www.directv.com. The
Company’s process for relaying stockholder communications to the Board of Directors and individual Directors and for determining
which communications are relayed is included in the Corporate Governance Guidelines. The Company encourages but does not
require the attendance of Directors at the Company’s annual meeting. This is the Company’s first annual meeting as a publicly-traded
company.
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9. The current members of the Board of Directors of the Company are set out in the following table (information as to age,
principal occupation, committee membership and director class is as of March 31, 2004, unless otherwise noted):
Director
Name Age Principal Occupation Committee Memberships Class
K. Rupert Murdoch 73 Chairman and Chief Executive, The News None I
Corporation Limited
Neil R. Austrian 64 Private Investor Nominating and Corporate I
Governance (Chairman)
Ralph F. Boyd, Jr. 47 Executive Vice President and General Audit, Nominating and II
Counsel, Federal Home Loan Mortgage Corporate Governance
Company (effective April 1, 2004)
Chase Carey 50 President and Chief Executive Officer None III
Peter F. Chernin 52 Director, President and Chief Operating None III
Officer, The News Corporation Limited
James M. Cornelius 60 Chairman, Guidant Corporation Audit (Chairman) II
David F. DeVoe 57 Director, Senior Executive Vice President and None II
Chief Financial Officer, The News
Corporation Limited
Eddy W. Hartenstein 53 Vice Chairman None II
Charles R. Lee 64 Retired Chairman and Co-Chief Executive Compensation, Nominating I
Officer, Verizon Communications and Corporate Governance
Peter A. Lund 63 Private Investor and Media Consultant Audit, Compensation III
(Chairman)
John L. Thornton 50 Professor and Director, Tsinghua University Compensation III
The Board is divided into three classes, designated Class I, Class II and Class III. Each class consists, as nearly as possible, of
one-third of the total number of directors. The term of the Class I directors expires on the date of the Annual Meeting, the term of the
Class II directors expires on the date of the 2005 annual meeting and the term of the Class III directors expires on the date of the 2006
annual meeting. At each succeeding annual meeting of stockholders beginning with the Annual Meeting, directors replacing those
whose terms are expiring shall be elected for a term of three years.
Set forth below is a brief biography of the current members of the Board of Directors other than the Class I directors. The
biographies of those Class I directors nominated for election are provided on page 10.
Ralph F. Boyd, Jr. Class II—Term expires 2005
Mr. Boyd has served as a Director of the Company and as a member of the Company’s Audit Committee and the Nominating
and Corporate Governance Committee since December 22, 2003. On April 1, 2004, Mr. Boyd became the Executive Vice President
and General Counsel of the Federal Home Loan Mortgage Corporation. Prior to that, from 2003 through March 31, 2004, Mr. Boyd
was a trial and litigation partner in the law firm of Alston & Bird, LLP. Mr. Boyd was an Assistant Attorney General of the United
States in the Civil Rights Division of the U.S. Department of Justice from 2001 until 2003 and a trial and litigation partner with
Goodwin Procter LLP from 1997 until 2001. Mr. Boyd also served as an Assistant U.S. Attorney in the U.S Attorney’s Office in
Boston from 1991 until 1997. Mr. Boyd currently serves as the United States Representative to the United Nations Human Rights
Commission’s Committee on the Elimination of Racial Discrimination.
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10. Chase Carey. Class III—Term expires 2006
Mr. Carey has served as a Director of the Company and as our President and Chief Executive Officer since December 22, 2003.
Mr. Carey has served as an advisor and Non-Executive Director of News Corporation since 2002 and was an Executive Director from
1996 until 2002. Mr. Carey served as Co-Chief Operating Officer of News Corporation from 1996 until 2002. Mr. Carey served as a
director, President and Chief Executive Officer of Sky Global Networks, Inc. from 2001 until 2002. Mr. Carey served as a director of
Fox Entertainment from 1992 until 2002 and served as Co-Chief Operating Officer from 1998 until 2002. Mr. Carey was Chairman
and Chief Executive Officer of Fox Television from 1994 until 2000. Mr. Carey was a director of News America Incorporated
(“News America”) until 2002, President and Chief Operating Officer from 1998 until 2002 and Executive Vice President from 1996
to 1998. Mr. Carey served as a director of NDS Group, Inc. (“NDS”) from 1996 until 2002 and a director of Gemstar-TV Guide
International, Inc. (“Gemstar-TV Guide”) from 2000 until 2002. Mr. Carey has been a director of British Sky Broadcasting plc
(“BSkyB”) since February 2003. Mr. Carey is a director and a member of the audit committee of Gateway, Inc., director and member
of the compensation committee of Yell Finance B.V. and also serves on the board of trustees of Colgate University. Mr. Carey has
been Chairman of the Board of Directors of PanAmSat Corporation (“PanAmSat”) since December 22, 2003.
Peter Chernin. Class III—Term expires 2006
Mr. Chernin has served as a Director of the Company since December 22, 2003. In addition, he has been an Executive Director,
President and Chief Operating Officer of News Corporation since 1996. Mr. Chernin has been a director and the President and Chief
Operating Officer of Fox Entertainment since 1998. Mr. Chernin has been a director and the Chairman and Chief Executive Officer of
News America since 1996. Mr. Chernin served as Chairman and Chief Executive Officer of Fox Filmed Entertainment from 1994 to
1996 and in various executive capacities at Fox subsidiaries since 1989. Mr. Chernin has served as a director of Gemstar TV-Guide
since 2002 and was a director of TV Guide, Inc. from 1999 to 2000. Mr. Chernin was a director of E*TRADE Group, Inc. from 1999
to 2003.
James M. Cornelius. Class II—Term expires 2005
Mr. Cornelius has served as a Director of the Company since 2000 and has served as Chairman of the Company’s Audit
Committee since 2003. He served as a member of the Compensation Committee from 2000 to 2003. Mr. Cornelius currently serves as
the non-executive Chairman of the Guidant Corporation board of directors, where he has served as a director since 1994. Previously,
he served as Executive Chairman of Guidant Corporation from 1995 until his retirement as an employee in 2000. Mr. Cornelius is
also a director and chairman of the audit committee of Chubb Corporation, a director and chairman of the compensation committee
and a member of the audit committee of Given Imaging Ltd.
David F. DeVoe. Class II—Term expires 2005
Mr. DeVoe has served as a Director of the Company since December 22, 2003. In addition, he has been an Executive Director,
Chief Financial Officer and Finance Director of News Corporation since 1990 and Senior Executive Vice President since 1996. Mr.
DeVoe has been a director of News America since 1991 and Senior Executive Vice President since 1998. Mr. DeVoe has been a
director of Fox Entertainment since 1991 and Senior Executive Vice President and Chief Financial Officer since 1998. Mr. DeVoe
has been a director of NDS since 1996, a director of BSkyB since 1994 and a director of Gemstar-TV Guide since 2001.
Eddy W. Hartenstein. Class II—Term expires 2005
Mr. Hartenstein has served as a Director and Vice Chairman of the Company since December 22, 2003. Previously, he served as
Corporate Senior Executive Vice President of the Company, as well as in other
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11. management capacities, and as Chairman and CEO of DIRECTV Holdings LLC. Mr. Hartenstein is a member of the board of
directors of Thomson S.A. (“Thomson”), PanAmSat and the Consumer Electronics Association and was chairman of the Satellite
Broadcasting Communications Association.
Peter A. Lund. Class III—Term expires 2006
Mr. Lund has served as a Director of the Company since 2000 and serves as Chairman of the Compensation Committee and a
member of the Audit Committee. Mr. Lund is a private investor and media consultant and currently serves as Chairman of the board
of directors of Eos International, Inc. He is also a director and member of the audit committee of Crown Media Holdings, Inc. and a
director and member of the audit committee of Emmis Communications Corporation.
John L. Thornton. Class III—Term expires 2006
Mr. Thornton has served as a Director of the Company and as a member of the Company’s Compensation Committee since
December 22, 2003. In addition, he has been a Professor at Tsinghua University of Beijing since 2003. Previously, he served as
President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc. until his retirement in 2003. He continues to serve as a
senior advisor to the firm and remains as a director of The Goldman Sachs Foundation. Mr. Thornton joined Goldman Sachs in 1980
and became a partner in 1988. Mr. Thornton is also a director of the Ford Motor Company, Intel Corporation, BSkyB and Pacific
Century Group, Inc.
DIRECTOR COMPENSATION
Only the independent directors receive payments for serving on the Board. The independent directors are also reimbursed for
travel expenses incurred in connection with their duties as directors. Non-employee directors are not eligible to participate in the
executive incentive program, savings-stock purchase program, or any of the retirement programs for the Company’s employees.
Other than as described in this section, there are no separate benefit plans for directors.
Compensation paid to the independent directors is as follows:
Annual retainer $60,000
Audit Committee Chair $25,000
Retainer for Other Committee Chair $20,000
Audit Committee Member $15,000
Other Committee Member $10,000
In addition, subject to the approval of The DIRECTV Group, Inc. 2004 Stock Plan described herein, each independent director
receives an annual grant of 2,000 restricted stock units which vest in equal increments over a four-year period.
The Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws provide for
indemnification of the Company’s directors and officers and the Company maintains director and officer liability insurance.
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12. COMMITTEES OF THE BOARD OF DIRECTORS
The composition and functions of each of the committees described below were substantially changed following completion of
the News Transactions on December 22, 2003. Information regarding meetings of each of the committees relates to the period prior to
completion of the News Transactions. No meetings of these committees were held during the remainder of 2003, but certain actions
were approved by unanimous written consent.
Audit Committee
The Audit Committee met nine times in 2003. The primary function of the Audit Committee is to assist the Board in fulfilling its
oversight responsibilities for the financial reports and other financial information provided by the Company to the stockholders and
others, the Company’s system of internal controls, the Company’s compliance procedures for the Company’s Code of Ethics and
Business Conduct and the Company’s Code of Ethics applicable to the Chief Executive Officer and senior financial officers, and the
Company’s audit, accounting and financial reporting processes generally. All members of the Audit Committee are independent
directors. James M. Cornelius serves as the Audit Committee’s financial expert as required by the NYSE and satisfies the standard for
“audit committee financial expert” under the Sarbanes-Oxley Act of 2002. The charter of the Audit Committee, approved by the
Board, is attached to this proxy statement as Annex A and also may be accessed on the Company’s website at www.directv.com.
Membership: James M. Cornelius, Chair; Ralph F. Boyd, Jr.; Peter A. Lund
Nominating and Corporate Governance Committee
Until December 22, 2003, the Nominating Committee (which was called the Nominating/Director Affairs Committee) had four
members. The Nominating Committee currently has three members all of whom are independent directors. The Nominating
Committee met once in 2003. The Nominating Committee is responsible for taking a leadership role in shaping the corporate
governance of the Company and is responsible for developing and recommending to the Board a set of corporate governance
guidelines applicable to the Company and to periodically review and recommend changes to those guidelines, including an annual
review of the Company’s Code of Ethics and Business Conduct and the Company’s Code of Ethics applicable to the Chief Executive
Officer and Senior Financial Officers. It also researches and recommends candidates for membership on the Board, considers whether
to nominate incumbent members for reelection, makes recommendations to the Board as to the determination of director
independence and recommends to the Board retirement policies for Directors. The Nominating Committee also makes
recommendations concerning committee memberships, rotation, and chairs, and sets the agendas for the executive sessions of the
independent directors. The current charter of the Nominating Committee may be accessed on the Company’s website at
www.directv.com.
Membership: Neil R. Austrian, Chair; Ralph F. Boyd, Jr.; Charles R. Lee
Compensation Committee
Until December 22, 2003, the Compensation Committee (which was called the Executive Compensation Committee) had five
members. The Compensation Committee currently has three members, all of whom are independent directors. The Compensation
Committee met five times in 2003. The Compensation Committee determines the compensation of the Chief Executive Officer and
other elected officers of the Company, and approves and administers all equity based plans. It assists the Board regarding recruitment
of elected officers and development of succession plans. The Compensation Committee reviews the compensation of directors for
service on the Board and its committees and recommends changes in compensation to the Board. The Compensation Committee
periodically reviews the adequacy of its charter and recommends any proposed changes to the Board for approval. Except for the
standard compensation received in connection with service on the Board and its committees, the members of the Compensation
Committee are not eligible to participate in any of the compensation plans or programs it administers. The current charter of the
Compensation Committee may be accessed on the Company’s website at www.directv.com.
Membership: Peter A. Lund, Chair; Charles R. Lee; John L. Thornton
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13. PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. The term of the members in Class I expires on the date of the Annual
Meeting. The term of the members of Class II expires on the date of the 2005 annual meeting and the term of the members of Class
III expires on the date of the 2006 annual meeting. You will be voting only on the election of nominees to serve as members of Class
I. There are three such nominees. Proxies cannot be voted for a greater number of persons than the number of nominees named.
Each nominee has consented to serve if elected. The Board has no reason to believe that any nominee will not serve if elected,
but if any of them should become unavailable to serve as a director, and if the Board designates a substitute nominee or nominees, the
persons named as proxies will vote for the substitute nominee or nominees designated by the Board.
The following table sets forth certain information with respect to the individuals nominated and recommended to be elected by
the Board and is based on the records of the Company and information furnished to it by such persons. Please refer to the table titled
“Security Ownership of Certain Beneficial Owners and Management” for information pertaining to stock ownership by the nominees.
Name of Nominee Age Position
K. Rupert Murdoch 73 Chairman of the Board of Directors
Neil R. Austrian 64 Director
Charles R. Lee 64 Director
BIOGRAPHICAL INFORMATION
K. Rupert Murdoch. Mr. Murdoch has served as Chairman of the Board of Directors since December 22, 2003 and has been
Chairman of the board of directors of News Corporation since 1991 and Executive Director and Chief Executive since 1979. He has
been a director of News Limited, News Corporation’s principal subsidiary in Australia, since 1953, a director of News International
Limited, News Corporation’s principal subsidiary in the United Kingdom, since 1969 and a director of News America since 1973.
Mr. Murdoch has been a director of Fox Entertainment since 1985, Chairman since 1992 and Chief Executive Officer since 1995. Mr.
Murdoch has served as a director of BSkyB since 1990 and Chairman since 1999. Mr. Murdoch has served as a director of Gemstar-
TV Guide since 2001. Mr. Murdoch has served as a director of China Netcom (Hong Kong) Limited since 2001.
Neil R. Austrian. Mr. Austrian has served as a Director and as Chairman of the Nominating Committee since December 22,
2003. He is also a director of and member of the compensation committee and chairman of the finance committee of Office Depot,
Inc. Mr. Austrian is currently a private investor and served as President and Chief Operating Officer of the National Football League
from 1991 until 1999. Prior to that, Mr. Austrian was a Managing Director of Dillon, Read & Co., Inc. from 1987 until 1991.
Charles R. Lee. Mr. Lee has served as a Director and a member of the Compensation Committee and Nominating Committee
since December 22, 2003. From 2000 through 2002, Mr. Lee served as Chairman and Co-Chief Executive Officer of Verizon
Communications, Inc. Previously, Mr. Lee served as Chairman of the board of directors and Chief Executive Officer of GTE
Corporation. Mr. Lee is also a director of The Procter & Gamble Company, United Technologies Corporation, United States Steel
Corporation and Marathon Oil Corporation. He also serves as chairman of the audit committee for United States Steel Corporation
and is a member of the audit committees of The Proctor & Gamble Company and Marathon Oil Corporation.
The Board of Directors recommends that the stockholders vote “FOR” the election of each of the nominees named above
for election to the Board of Directors.
10
14. EXECUTIVE OFFICERS
The names and ages of the executive officers of the Company as of March 31, 2004, their positions with the Company and the
date of their election to that office are as follows:
Date of
Executive Officers Age Position Election
K. Rupert Murdoch 73 Chairman of the Board of Directors 12/22/03
Chase Carey 50 President and Chief Executive Officer 12/22/03
Eddy W. Hartenstein 53 Vice Chairman 12/22/03
Bruce Churchill 46 Executive Vice President and Chief Financial Officer 1/28/04
Romulo Pontual 44 Executive Vice President and Chief Technology Officer 1/28/04
Larry D. Hunter 53 Executive Vice President, General Counsel and Secretary 1/28/04
Patrick T. Doyle 48 Senior Vice President, Controller, Treasurer and Chief Accounting Officer 2/3/04
Mitchell Stern 49 President and Chief Executive Officer of DIRECTV Holdings LLC 12/22/03
The Board of Directors elected each of the above executive officers. Executive officers of the Company serve at the discretion of
the Board of Directors and may be removed at any time by the Board with or without cause.
Bruce B. Churchill. Mr. Churchill presently serves as the Executive Vice President and Chief Financial Officer of the Company
and as President and Chief Executive Officer of DIRECTV Latin America, LLC. Prior to joining the Company, Mr. Churchill served
as President and Chief Operating Officer of STAR Group Ltd. (“STAR”), a position he held beginning in May 2000. Previously, he
served as the Deputy Chief Executive Officer of STAR since 1996. Prior to joining STAR, Mr. Churchill served as Senior Vice
President, Finance at Fox Television. Mr. Churchill is a member of the board of directors of PanAmSat.
Romulo Pontual. Mr. Pontual currently serves as Executive Vice President and Chief Technology Officer of the Company. Prior
to joining the Company, Mr. Pontual served as Executive Vice President, Television Platforms at News Corporation since 1996.
Larry D. Hunter. Mr. Hunter currently serves as Executive Vice President, General Counsel and Secretary of the Company. He
served as Senior Vice President from June 2001 to January 2004 and as General Counsel since December 2002. He was named
Associate General Counsel in June 2001 and was named Corporate Vice President in August 1998. Mr. Hunter served as Chairman
and Chief Executive Officer of DIRECTV Japan from 1998 until 2001. Mr. Hunter is a member of the board of directors of
PanAmSat.
Patrick T. Doyle. Mr. Doyle currently serves as Senior Vice President, Treasurer, Controller and Chief Accounting Officer of
the Company. He was appointed Corporate Vice President and Controller in July 2000 and Treasurer in June 2001. Previously, Mr.
Doyle served as Vice President, Taxes from October 1996 to July 2000 and was given the additional responsibility of Corporate
Development in June 1997. Mr. Doyle is a certified public accountant and a member of the Tax Executive Institute. Mr. Doyle is a
member of the board of directors of PanAmSat and of the California Taxpayers Association.
Mitchell Stern. Mr. Stern currently serves as the President and Chief Executive Officer of DIRECTV Holdings LLC. Prior to
joining DIRECTV, Mr. Stern was Chairman and Chief Executive Officer of Fox Television Stations, Inc., and Twentieth Television
from 1998 to December 2003 and President and Chief Operating Officer of the Fox Television Stations from 1993 to 1998.
11
15. SECURITY OWNERSHIP OF DIRECTORS, NAMED EXECUTIVE OFFICERS,
AND CERTAIN OTHER BENEFICIAL OWNERS
The beneficial ownership as of March 31, 2004 of Common Stock for each director, each named executive officer (including
certain former executive officers) and all current directors and officers as a group are shown in the following table. Except for K.
Rupert Murdoch who may be deemed to beneficially own 34% of the Common Stock of the Company as described below, each of the
individuals listed below, as well as all of the current directors and officers as a group (excluding Mr. Murdoch), owns less than 1%
percent of the outstanding shares and voting power of Common Stock.
Shares Stock
Beneficially Deferred PanAmSat
Options1
Name Owned Stock Units Shares
K. Rupert Murdoch 470,420,7522 0 0 0
Neil R. Austrian 0 0 0 0
Ralph F. Boyd, Jr. 0 0 0 0
Chase Carey 250 0 0 0
Peter F. Chernin 0 0 0 0
James M. Cornelius 7,984 3 12,775 3
90,856 0
David F. DeVoe 0 0 0 0
Eddy W. Hartenstein 51,059 0 2,346,328 0
Charles R. Lee 0 0 0 0
Peter A. Lund 12,334 3 5,000 3
0 0
John L. Thornton 0 0 0 0
Larry D. Hunter 39,802 0 672,302 400
Patrick T. Doyle 12,431 0 578,198 200
Jack A. Shaw 53,5314 0 2,705,550 0
Roxanne S. Austin 51,5644 0 2,032,306 0
Michael J. Gaines 11,1414 0 417,775 0
All Directors and Executive Officers as a group5 470,615,150 20,318 3,614,603 600
Includes all options exercisable, whether or not having current value, within 60 days of March 31, 2004, but does not include
1
options for 1,883,764 shares of Common Stock granted to Mr. Carey, as described below, which will not vest or be exercisable
unless and until the 2004 Stock Plan is approved by the stockholders.
Fox Entertainment is the record and beneficial owner of an aggregate of 470,420,752 shares of Common Stock, representing a
2
34% interest in the Company as of March 31, 2004 (“Fox Owned Shares”). News Corporation is the beneficial owner of the Fox
Owned Shares by virtue of its holding approximately 82% of the equity and 97% of the voting power of Fox Entertainment. By
reason of the ordinary shares of News Corporation owned by (i) Mr. Murdoch, (ii) Cruden Investments Pty. Limited, a private
Australian investment company owned by Mr. Murdoch, members of his family and certain charities and (iii) corporations,
including a subsidiary of Cruden, which are controlled by trustees of settlements and trusts set up for the benefit of the Murdoch
family, certain charities and other persons, and Mr. Murdoch’s positions as Chairman and Chief Executive of News Corporation
and Chairman and Chief Executive Officer of Fox Entertainment, Mr. Murdoch may be deemed to control the operations of
News Corporation and Fox Entertainment.
Issued under the Hughes Electronics Corporation Plan for Non-Employee Directors.
3
Messrs. Shaw and Gaines and Ms. Austin are no longer executive officers of the Company.
4
Total does not include shares and options held by Messrs. Shaw and Gaines and Ms. Austin.
5
12
16. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Federal securities law requires that directors and certain officers of the Company must report to the Securities and Exchange
Commission and the Company, within certain periods, how many shares of the Company’s equity securities they own and if they
conducted any transactions in that stock. Based upon information furnished by these stockholders, the Company believes that all
required filings for 2003 have been made in a timely manner.
CERTAIN BENEFICIAL OWNERS
The following table gives information about each entity known to the Company to be the beneficial owner of more than 5% of
Common Stock as of March 31, 2004. The shares listed below do not include the Common Stock held by the pension or profit sharing
plans of any other corporation or other entity, or of any endowment funds of an educational or charitable institution of which a
director or executive may serve as a director or trustee.
Amount and
Nature of Percent of
Beneficial
Class1
Name and Address of Beneficial Owner Ownership
Fox Entertainment Group, Inc. 470,420,752 34.0%
1211 Avenue of the Americas
New York, New York 10036
U.S. Trust Corporation 19.7%
272,911,344 2
United States Trust Company of New York
114 West 47th Street
New York, New York 10036
Based upon 1,384,121,278 shares outstanding as of March 31, 2004.
1
Information based solely on Amendment No. 1 to Schedule 13G filed with the Securities and Exchange Commission on
2
February 17, 2004, which reflects ownership as of December 22, 2003. Includes shares beneficially owned by U.S. Trust
Company of New York acting as the independent trustee for the General Motors Employee Benefit Plans.
13
17. EXECUTIVE COMPENSATION
Summary of Cash and Other Compensation
The News Transactions were completed on December 22, 2003. As of that date, the employment of certain executive officers
with the Company ceased, including certain executive officers that had been identified in the Registration Statement of Hughes
Electronics Corporation on Form S-4 filed in connection with the News Transactions as among the five most highly compensated
executive officers. Specifically, the employment of Jack A. Shaw, President and Chief Executive Officer, Roxanne S. Austin,
Executive Vice President and DIRECTV Holdings LLC President and Chief Operating Officer, and Sandra L. Harrison, Senior Vice
President, Human Resources and Administration ceased effective December 22, 2003 and they were no longer employees of the
Company as of December 31, 2003.
The table below sets forth the cash compensation as well as certain other compensation, paid or accrued by the Company for
each of the past three years for Mr. Shaw, Ms. Austin and each of the Company’s other four most highly compensated executive
officers who were serving as executive officers as of December 31, 2003. The persons named in the table below are referred to
collectively as the “named executive officers”.
Annual Compensation1 Long-Term Compensation
Other
Restricted
Annual Stock LTIP All Other
Stock
Bonus2 Comp.3 Options 4 Payouts5 Compensation6
Salary Awards
Name and Principal Position Year ($) ($) ($) ($) (#) ($) ($)
2003 0 0 0 0 0 0 0
Chase Carey7
Jack A. Shaw 2003 852,351 1,311,000 195,602 0 0 200,214 14,660,727
President and Chief Executive Officer 2002 800,020 964,000 146,067 0 0 82,267 64,687
2001 702,130 539,000 0 330,000 192,014 66,409
Eddy W. Hartenstein 2003 664,259 919,000 0 0 176,692 3,656,396
Senior Executive Vice President and 2002 625,040 675,000 0 0 64,606 43,322
Chairman & CEO, DIRECTV 2001 602,914 376,000 0 300,000 164,736 56,516
Roxanne S. Austin 2003 586,577 795,320 351 0 0 121,384 12,172,585
Executive Vice President and President & 2002 550,004 606,000 0 0 43,999 36,038
COO, DIRECTV 2001 526,365 327,000 0 250,000 138,394 43,470
2003 437,753 542,000 0 0 81,663 1,280,710
Michael J. Gaines 8
2002 385,008 319,000 10,321 0 0 16,474 23,136
Senior Vice President and CFO 2001 329,633 177,000 0 100,000 56,048 23,063
Larry D. Hunter 2003 425,048 518,000 0 0 72,372 1,281,089
Senior Vice President and General Counsel 2002 378,169 311,000 90,492 0 0 29,285 24,852
2001 340,709 210,000 891,660 0 150,000 91,416 28,618
Patrick T. Doyle 2003 356,705 378,000 0 0 72,209 1,023,099
Vice President and Treasurer 2002 340,028 281,000 0 0 18,336 18,459
2001 314,418 157,000 0 100,000 61,753 22,265
Under the Hughes Electronics Corporation Executive Deferred Compensation Plan, executive officers were permitted to defer a certain percentage of their salary, bonus
1
and other awards. As of December 31, 2003, Messrs. Gaines, Hartenstein and Hunter had elected to participate in this plan.
Amounts shown in this column represent bonuses earned under Hughes’ Annual Incentive Plan for performance during the year, but actually paid in the subsequent year.
2
The amounts shown in this column include (i) perquisites if in total they exceed the lesser of $50,000 or 10% of annual salary plus bonus and (ii) reimbursed taxes. For the
3
year ended December 31, 2003, the amount shown for Mr. Shaw also includes company paid housing for $49,480, reimbursed taxes for $50,495 and use of company
aircraft for $56,530. For the year ended December 31, 2002, the amount shown for Mr. Shaw also includes use of company aircraft for $75,950. For the years ended
December 31, 2002 and 2001, the amounts shown for Mr. Hunter include tax equalization payments for $47,405 and $865,489, respectively, to offset duplicate taxation
from an international assignment.
The amounts shown in this column include options originally granted to purchase shares of GM Class H common stock. As part of the News Transactions, these options
4
were exchanged on a one-for-one basis for options to purchase shares of the Company’s Common Stock on the same terms and conditions.
14
18. The amounts shown in this column represent awards earned under the Hughes’ Long-term Achievement Plan (“LTAP”) for the performance periods ending December 31,
5
2001, 2002 and 2003, respectively, but actually paid in the subsequent year. Under the LTAP, shares of the Company’s Common Stock are conditionally awarded as target
awards at the beginning of the 3 years; prior to the 2001-2003 LTAP, 25% of the target award was denominated in then-parent company General Motors $1 2/3 par value
common stock. Performance for the listed years was measured using the Company’s consolidated financial results and relative total shareholder return targets established
for the LTAP by the Compensation Committee.
Amounts shown in this column represent payments made under the Hughes Retention Bonus Plan, severance and long-term incentives payments related to change in
6
control cessations of employment, and company-matching contributions to savings plans and employee welfare benefit plans. Hughes Retention Bonus payments made to
each of Mr. Shaw, Mr. Hartenstein, and Ms. Austin were $3,600,000, to each of Messrs. Gaines and Hunter were $1,250,000, and to Mr. Doyle $1,000,000. In addition,
upon their change in control cessations of employment from the Company, the second and final Retention Bonus installment of $3,600,000 was paid to each of Mr. Shaw
and Ms. Austin. Although this second payment to Mr. Shaw was made in 2004, he became entitled to the payment in 2003 and this amount has been included in the table
above.
Based on his change in control severance agreement, Mr. Shaw received a payment of $842,742 reflecting his outstanding target 2002-2004 and 2003-2005 LTAP grants,
prorated based on days of service through termination on December 22, 2003, and a severance payment of $6,483,132. Although this severance payment was paid in 2004,
Mr. Shaw became entitled to the payment in 2003 and this amount has been included in the table above. Based on her change in control severance agreement, Ms. Austin
received a payment of $511,420 reflecting her outstanding target 2002-2004 and 2003-2005 LTAP grants, prorated based on days of service through cessation of
employment on December 22, 2003, and a severance payment of $4,380,810. Based on his change in control severance agreement, upon termination in 2004, Mr. Gaines
received a payment of $366,118 reflecting his outstanding target LTAP grants, prorated based on days of service through termination on January 16, 2004.
The company-matching contributions for the savings plans in 2003 for Mr. Shaw were $125,094, for Mr. Hartenstein $53,570, for Mr. Gaines $30,147, for Mr. Hunter
$29,442, for Mr. Doyle $22,256 and for Ms. Austin $79,516. The company contributions for the employee welfare benefit plans in 2003 for Mr. Shaw were $9,759, for Mr.
Hartenstein $2,825, for Mr. Gaines $563, for Mr. Hunter $1,647, for Mr. Doyle $843 and for Ms. Austin $840.
Chase Carey replaced Jack A. Shaw as Chief Executive Officer effective on December 22, 2003 but did not receive or accrue any compensation from the Company during
7
calendar year 2003. Mr. Carey’s compensation arrangements are described in more detail in the section titled “Agreements with Current Executive Officers” in this Proxy
Statement.
Michael J. Gaines was replaced as Senior Vice President and Chief Financial Officer by Bruce Churchill who was named as Executive Vice President and Chief Financial
8
Officer effective January 28, 2004.
Stock Options
The named executive officers, other than Mr. Carey, participated in the Hughes Electronics Corporation Incentive Plan as
approved by the GM board of directors in 1999. No stock options were granted to those named executive officers during 2003. The
options granted under the Hughes Electronics Corporation Incentive Plan were exercisable for shares of GM Class H common stock
but were converted on a one-for-one basis into options to acquire Common Stock as part of the News Transactions.
The following table provides information as to options to purchase shares of the Common Stock exercised by each of the named
executive officers in 2003 and the value of options held by them at year-end.
Aggregated Option Exercises in 2003 and Option Values at December 31, 2003
Value of Unexercised
Number of In-the-Money Options at
Unexercised Options at
Number of
December 31, 2003 1 ($)
December 31, 2003
Shares Value
Acquired on Realized
Named Executive Exercise ($) Exercisable Unexercisable Exercisable Unexercisable
Chase Carey 0 0 0 0 0 0
Jack A. Shaw 0 0 2,705,550 0 6,839,090 0
Eddy W. Hartenstein 16,6202 109,968 2,346,328 50,000 5,425,016 0
Roxanne S. Austin 0 0 2,032,306 0 3,822,953 0
Michael J. Gaines 0 0 401,108 16,667 604,458 0
Larry D. Hunter 0 0 672,302 25,000 512,293 0
Patrick T. Doyle 0 0 578,198 16,667 1,638,723 0
Calculated based on the difference between the option grant price and the closing price of the Common Stock on the NYSE on
1
December 31, 2003, which was $16.55 per share.
Mr. Hartenstein exercised these stock options because they were scheduled to expire on May 4, 2003.
2
15
19. Long-Term Incentive Awards
The following table sets forth information with respect to potential payouts to the named executive officers pursuant to the
LTAP, which is no longer available for future grants. The LTAP was a 3-year performance share plan initiated each January, resulting
in 3 LTAP awards running concurrently at any time. Under the LTAP, shares of GM Class H common stock were conditionally
awarded as target awards at the beginning of the 3 years. The value of the target awards varies with the Company’s performance and
the market prices of the stock. Performance for the years listed in the Summary Compensation Table was measured using the
Company’s consolidated financial results and relative total shareholder return targets established for the LTAP by the Compensation
Committee. The number of shares distributed at the end of the 3 years varies with the Company’s performance. Performance below
threshold results in no award, performance above threshold but below target results in reduced awards and performance above target
results in additional shares awarded up to a maximum established by the Compensation Committee. Awards vest only upon final
payout and are valued at the market price on the date distributed following the end of the 3-year performance period. The
Compensation Committee also had the authority to distribute cash awards in lieu of share awards.
Projected Long-Term Incentive Plan—Awards in 2003
Estimated Future Payouts Under
Awards Granted
Non-Stock Price-Based Plan1
During Year
Number of
Shares,
Performance
Units or
Period Until
Other
Maturation Threshold Target Maximum
Named Executive2 Rights3 or Payout (#) (#) (#)
Eddy W. Hartenstein 48,280 2003-2005 19,320 48,280 84,490
Larry D. Hunter 27,000 2003-2005 10,800 27,000 47,250
Patrick T. Doyle 19,440 2003-2005 7,780 19,440 34,020
For purposes of projecting a named executive officer’s future payout, the target number of shares has been multiplied by the
1
percentage established by the Compensation Committee, below which no awards will be paid (the threshold) and by the
maximum percentage above which no additional shares would be paid (the maximum). The value of a named executive officer’s
final payout will be determined by multiplying the final number of shares awarded based on the Company’s performance by the
market price of shares of Common Stock at the date of distribution in early 2006.
Messrs. Shaw and Gaines and Ms. Austin no longer participate in the LTAP as their employment with the Company has ended.
2
Payments made under the LTAP upon their departure are included in the Summary Compensation Table and footnotes thereto
commencing on page 14. Mr. Carey did not participate in the LTAP.
The number set forth in this column for a named executive officer is the target number of shares of Common Stock for the
3
LTAP, which is a 3-year performance share plan commencing on January 1, 2003 and ending on December 31, 2005. The target
number of shares is calculated from a percentage of base salary specified by the Compensation Committee and the value of a
share of Common Stock at grant, which was the average market price of shares of the GM Class H common stock in December
2002.
Pension Plans
The named executive officers are eligible for retirement benefits under the Company’s Non-Bargaining Retirement Plan and the
Salaried Employees Excess Benefit Plan. These plans consist of a contributory benefit program available to employees hired prior to
August 1, 1990, a final pay non-contributory benefit for employees hired after this date and a cash balance benefit (“Retirement
Growth”) established in December 2001. The contributory benefit requires a 3% after-tax participant contribution and provides
benefits based on one of three formulas (Career Average Formula, Minimum Benefit Formula and a Final Average Monthly
Compensation Formula). The benefit received by the employee is based on the formula that provides the highest monthly benefit. The
non-contributory benefit is a final average pay benefit using the highest 5 out of the last 10 years of covered compensation (generally,
base salary plus bonus). The Retirement Growth provides company credits
16
20. based on 4% of covered compensation. For purposes of this discussion, all employees participating in the non-contributory benefit
receive the highest benefit from either the non-contributory or Retirement Growth programs. As permitted by the Employee
Retirement Income Security Act of 1974, the Salaried Employees Excess Benefit Plan is a supplemental plan that pays benefits out of
general funds for retirement benefits payable in excess of legislated compensation and benefit limits. Mr. Shaw participated and Mr.
Hartenstein participates in the Contributory Benefit Program. Mr. Gaines participated and Messrs. Hunter and Doyle participate in the
non-contributory/Retirement Growth benefit program.
The following tables set forth the annual benefit based on remuneration and years of service.
Contributory Benefit Program1
Years of Service
Compensation 5 10 15 20 25 30 35
100,000 6,950 13,900 20,850 27,800 34,750 41,700 49,248
200,000 15,700 31,400 47,100 62,800 78,500 94,200 110,496
300,000 24,450 48,900 73,350 97,800 122,250 146,700 171,744
400,000 33,200 66,400 99,600 132,800 166,000 199,200 232,992
500,000 41,950 83,900 125,850 167,800 209,750 251,700 294,240
600,000 50,700 101,400 152,100 202,800 253,500 304,200 355,500
700,000 59,450 118,900 178,350 237,800 297,250 356,700 416,748
800,000 68,200 136,400 204,600 272,800 341,000 499,200 477,996
900,000 76,950 153,900 230,850 307,800 384,750 461,700 539,244
1,000,000 85,700 171,400 257,100 342,800 428,500 514,200 599,900
1,100,000 94,450 188,900 283,350 377,800 472,250 566,700 661,740
1,200,000 103,200 206,400 309,600 412,800 516,000 619,200 723,000
Non-Contributory/Retirement Growth Benefit Program2
Years of Service
Compensation 5 10 15 20 25 30 35
100,000 5,310 10,620 15,930 21,240 26,550 31,860 37,170
200,000 12,810 25,620 38,430 51,240 64,050 76,860 89,670
300,000 20,310 40,620 60,930 81,240 101,550 121,860 142,170
400,000 27,810 55,620 83,430 111,240 139,050 166,860 194,670
500,000 35,310 70,620 105,930 141,240 176,550 211,860 247,170
600,000 42,810 85,620 128,430 171,240 214,050 256,860 299,670
700,000 50,310 100,620 150,930 201,240 251,550 301,860 352,170
800,000 57,810 115,620 173,430 231,240 289,050 346,860 404,670
900,000 65,310 130,620 195,930 261,240 326,550 391,860 457,170
1,000,000 72,810 145,620 218,430 291,240 364,050 436,860 509,670
1,100,000 80,310 160,620 240,930 321,240 401,550 481,860 562,170
1,200,000 87,810 175,620 263,430 351,240 439,050 526,860 614,670
Social Security offset estimated at $2,000 per month. Benefits calculated on a straight-line annuity basis payable at Normal
1
Retirement Age (age 65).
Social Security offset for covered compensation estimated at $73,000 per year. Benefits calculated on a straight-line annuity
2
basis payable as of Social Security Retirement Age (age 67) with ten or more years of service.
17
21. Years of Service as of December 31, 2003
The following table sets forth, as of December 31, 2003, the number of years of service (benefit accrual service) and the
applicable covered compensation for pension benefit calculation purposes for each of the named executive officers.
Years of Covered
Named Executive1 Service Compensation
Eddy W. Hartenstein 13.0000 $1,067,827.80
Larry D. Hunter 9.3333 $ 602,061.36
Patrick T. Doyle 10.9167 $ 511,270.20
In accordance with the provisions of the Hughes Non-Bargaining Retirement Plan, each of Mr. Shaw, Ms. Austin and Mr.
1
Gaines elected to receive a one-time lump-sum payment upon their separation from the Company. The gross amounts of the
lump sum payments made were $7,305,134 for Mr. Shaw, $527,802 for Ms. Austin and $405,731 for Mr. Gaines. Mr. Carey did
not participate in the Hughes Non-Bargaining Retirement Plan in 2003.
Agreements with Former Executive Officers
The Company had a change in control severance agreement with each of Mr. Shaw, Mr. Gaines and Ms. Austin. Those
agreements were established when the Company was a wholly owned subsidiary of GM. The completion of the News Transactions
was a change in control for purposes of these agreements and the cessation of employment of each of Mr. Shaw, Ms. Austin and Mr.
Gaines triggered severance payments under their agreements.
The agreements provided for payment of severance calculated as a multiple of the then current base salary and bonus,
continuation of employee group health, dental and vision plan benefits for a specified period of time, payment or reimbursement for
outplacement services and accelerated vesting of unvested stock options. Under those agreements, Mr. Shaw received a severance
payment of $6,483,132, Ms. Austin received a severance payment of $4,380,810 and Mr. Gaines received a severance payment of
$1,974,136.
In the event an excise tax under Section 4999 of the Internal Revenue Code of 1986 as amended (the “Code”) is imposed on any
payment pursuant to the agreement, the recipient will receive a gross-up payment such that, after taxes, the net remaining gross-up
payment shall equal the excise tax.
The Company also maintains a retention plan in which Mr. Shaw, Ms. Austin and Mr. Gaines participated. The completion of
the News Transactions was a qualified change in control for purposes of this plan. Ms. Austin received her entire payment of $7.2
million upon the completion of the News Transactions. Mr. Shaw received $3.6 million upon completion of the News Transactions
and the remaining $3.6 million in January 2004. Mr. Gaines received $1.25 million upon completion of the News Transactions and
$1.25 million when his employment with the Company ceased in 2004.
Agreements with Current Executive Officers
Employment Agreement with the Chief Executive Officer of the Company
The Company entered into the Employment Agreement described below with Chase Carey, the Company’s President and CEO,
effective January 1, 2004, after review and approval of the terms and conditions of the agreement by the Company’s Compensation
Committee and Board of Directors.
Term. The term of the agreement is from January 1, 2004 through December 31, 2007. Subject to continued service on specified
boards, Mr. Carey has agreed to work full time for the Company during the term of his employment.
18
22. Base Salary. Mr. Carey receives a base salary of $2,000,000 per year, subject to annual cost of living adjustments.
Annual Cash Bonus. Mr. Carey is eligible to receive an annual performance bonus, payable in cash, commencing for the year
ending December 31, 2004, of up to 150% of his base salary for the applicable year. The amount of this bonus will be determined
annually by the Compensation Committee, in accordance with, and upon satisfaction of the standards contained in, the Company’s
Executive Officer Cash Bonus Plan, subject to approval of that plan by the Company’s stockholders at the Annual Meeting.
Restricted Stock Units. Subject to approval of the Company’s 2004 Stock Plan by the stockholders, the Compensation
Committee authorized the grant to Mr. Carey of 1,300,000 performance-based restricted stock units (“Units”). These Units will vest at
the end of the four year term of his agreement, only to the extent that certain performance standards approved by the Compensation
Committee are satisfied. Based on the degree of the satisfaction of these performance standards, an adjustment factor, which will be a
number from 0 to 1 (the “Adjustment Factor”), will be calculated. The Adjustment Factor will be multiplied by the number of Units to
determine the number of Units that vest. To fully satisfy these performance standards and achieve full vesting of the Units, the
Company’s performance with respect to the relevant standards would exceed current analysts’ consensus with respect to such items
on a combined basis. The Compensation Committee must certify the computation of the Adjustment Factor and if certain minimum
criteria are not satisfied, none of the Units will vest. It is presently anticipated that this grant of Units will be the only equity-based
grant to Mr. Carey (other than the option grant described below) during the four year term of his agreement.
Termination. If Mr. Carey’s employment terminates due to his death or disability, Mr. Carey (or his estate or beneficiaries) is
entitled to: (a) base salary and pro-rated annual cash bonus through the date of termination; (b) the Units, vested 25% for each full or
partial contract year, subject to downward adjustment based on the Adjustment Factor; and (c) exercise any stock options granted
pursuant to the Stock Plan (including any unvested options) for up to 12 months after termination.
If Mr. Carey’s employment is terminated for cause (as defined in his agreement) or for reasons other than due to his death or
disability or termination without cause, he is only entitled to base salary through the date of termination, and all Units are forfeited.
If Mr. Carey’s employment is terminated without cause (as defined in his employment agreement), he is entitled to (a) base
salary through the term of his employment; (b) target bonus for the year in which his employment is terminated and for the
succeeding year (unless the termination occurs after December 31, 2006); and (c) vesting of all the Units and the right to exercise
options (including unvested options) for up to 12 months after termination.
Noncompetition and Confidentiality. Mr. Carey has agreed not to compete with the Company during the term of his employment
and for 12 months thereafter. He has also agreed, during the term of his employment and for 18 months thereafter, not to induce or
solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment. Further, Mr.
Carey is required to maintain the confidentiality of certain information of the Company, and not to use such information except for
the benefit of the Company.
Option Grants to the Chief Executive Officer of the Company
At the time of his employment by the Company, Mr. Carey had outstanding options to purchase an aggregate of 5,312,000
preferred limited voting ordinary shares of News Corporation at varying prices and for varying terms. In order to fully align his
interests with the stockholders of the Company, Mr. Carey agreed to exercise or surrender all of these options, as described below. To
effect this, Mr. Carey agreed to exercise a portion of the News Corporation options. Mr. Carey also agreed, with the approval of the
Compensation Committee and the Board of Directors of the Company, to surrender certain of his News Corporation options and
receive from the Company option grants which were substantially equivalent in vesting, expiration dates and other terms to the News
Corporation options granted during or after September 1998 and with appropriate
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23. adjustments in share amounts and exercise prices, as determined in consultation with an independent consulting firm retained by the
Compensation Committee. However, consistent with the proposed 2004 Stock Plan, the grant prices for the options for shares of
Common Stock was not less than the fair market value of such stock on the grant date (March 16, 2004). The options granted by the
Company to Mr. Carey, all of which are conditioned on the approval of the 2004 Stock Plan by the Company’s stockholders at the
Annual Meeting, are as follows:
Number of
Shares of
Common Stock
Subject to Expiration Grant Price
Vesting1
Option Grant Date ($)
269,751 9/07/08 15.69 All vested
202,314 9/06/09 15.69 All vested
561,982 11/15/09 15.69 421,486 vested;
140,496 vest 11/04
561,982 5/01/10 23.41 421,486 vested;
140,496 vest 5/04
134,876 8/01/10 23.93 101,156 vested;
33,720 vest 8/04
146,115 8/30/11 18.50 73,057 vested;
36,529 vest on each of
8/04 and 8/05
6,744 10/9/12 15.69 All vested
These options will vest as described and become exercisable only if the Company’s 2004 Stock Plan is approved by the
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stockholders at the Annual Meeting.
Employment Agreement with the Chief Executive Officer of DIRECTV Holdings LLC
The Company entered into the Employment Agreement described below with Mitchell Stern, the President and CEO of
DIRECTV Holdings LLC (“DIRECTV”), the Company’s principal operating subsidiary, effective January 1, 2004, after review of the
terms and conditions of such agreement by the Compensation Committee and Board of Directors of the Company and with the
authorization of such agreement by the Compensation Committee.
Term. The term of the agreement is from January 1, 2004 through December 31, 2007. Mr. Stern has agreed to work full time
for DIRECTV during the term of his employment.
Base Salary. Mr. Stern receives a base salary $2,000,000 per year, subject to annual increases in the sole discretion of the
Company.
Annual Cash Bonus. Mr. Stern is eligible to receive an annual performance bonus, payable in cash, commencing for the year
ending December 31, 2004, with a target bonus of 100% of his base salary for the applicable year. The amount of this bonus will be
determined annually based upon the recommendation of the Chief Executive Officer of the Company and subject to approval by the
Compensation Committee, in accordance with, and upon satisfaction of the standards contained in, the Company’s Executive Officer
Cash Bonus Plan, subject to approval of that plan by the Company’s stockholders at the Annual Meeting.
Restricted Stock Units. Subject to approval of the Company’s 2004 Stock Plan by the stockholders at the Annual Meeting, the
Compensation Committee authorized the grant to Mr. Stern of 650,000 performance-based Units. These Units are subject to the same
vesting criteria and performance standards as Mr. Carey’s performance-based Units, as described above. It is presently anticipated
that this grant of Units will be the only equity-based grant to Mr. Stern during the four year term of his agreement.
Minimum Annual Payment. Pursuant to his agreement, Mr. Stern is guaranteed an average of not less than $5.0 million
(“Minimum Payment”) in annual salary, cash bonus and stock compensation from the Units granted
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24. to him, valued at the date of the vesting of such Units, for each full year (pro-rated for a partial year) during the term of his agreement
with DIRECTV. This guarantee may affect the deductibility to the Company, for income tax purposes, of a portion of the
compensation paid to Mr. Stern.
Other Benefits. Mr. Stern’s pension and welfare benefits provided by the Company must, in the aggregate, be of no less value
than those provided by his prior employer (News America Incorporated) at January 1, 2004, and if his employment is terminated for
any reason other than cause, the Company is obligated to provide retiree medical benefits as if he had been employed through age 55.
The Company has also agreed to pay reasonable transaction and relocation costs associated with his purchasing a residence in New
York, consistent with the costs reimbursed by his prior employer.
Termination. If Mr. Stern’s employment terminates due to his death or disability, Mr. Stern (or his estate or beneficiaries) is
entitled to: (a) base salary and pro-rated annual cash bonus through the date of termination; and (b) the Units, vested 25% for each full
or partial contract year, subject to downward adjustment based on the Adjustment Factor. Also, in the event of disability, Mr. Stern is
entitled to continue to participate in medical and other plans of the Company through the end of the term of his agreement.
If Mr. Stern’s employment is terminated for cause (as defined in his agreement) or for reasons other than his death or disability
or termination without cause, he is only entitled to base salary and accrued vacation through the date of termination, and all Units are
forfeited.
If Mr. Stern’s employment is terminated without cause (as defined in his agreement), he is entitled to the Minimum Payment for
each year (pro-rated for a partial year) through the end of the term of his agreement, but in no event more than two times the
Minimum Payment.
Noncompetition and Confidentiality. Mr. Stern has agreed not to compete with the Company during the term of his employment
and for 12 months thereafter. He has also agreed, during the term of his employment and for two years thereafter, not to induce or
solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment. Further, Mr.
Stern is required to maintain the confidentiality of certain information of the Company, and not to use such information except for the
benefit of the Company.
Other Employment Agreements with Named Executive Officers
The Company has also entered into employment agreements with each of Messrs. Hartenstein, Churchill, Pontual and Hunter,
effective as of January 1, 2004, as authorized by the Company’s Compensation Committee. The material terms of these agreements
are summarized below:
Term. The term of each agreement is from January 1, 2004 through December 31, 2006.
Base Salary. Base salaries for the executives are as follows: Mr. Hartenstein $1,000,000; Mr. Churchill $950,000; Mr. Pontual
$700,000; Mr. Hunter $650,000.
Mr. Pontual’s base salary increases to $725,000 in the second year and $750,000 in the third year. Base salaries for the other
named executives are subject to increase at the discretion of the Company.
Annual Cash Bonus. Each of these executive officers is eligible to receive an annual performance bonus, payable in cash,
commencing for the year ending December 31, 2004, with a target bonus of a specified percentage of such officer’s base salary for
the applicable year (100% for Messrs. Hartenstein and Churchill; 60% for Mr. Hunter; and 50% for Mr. Pontual). The actual amount
of this bonus will be determined annually based upon the recommendation of the Chief Executive Officer of the Company and subject
to approval by the Compensation Committee in accordance with, and upon satisfaction of the standards contained in, the Company’s
Executive Officer Cash Bonus Plan, subject to approval of such plan by the Company’s stockholders at the Annual Meeting.
Restricted Stock Units. Subject to approval of the Company’s 2004 Stock Plan by the stockholders at the Annual Meeting, the
Compensation Committee authorized the grant of performance-based Units to these
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