ARD » Topics » Compensation Committee

This excerpt taken from the ARD DEF 14A filed Oct 31, 2008.

Compensation Committee

                The Board of Directors appointed a Compensation Committee in September, 2004. The Compensation Committee is currently comprised of Messrs. Woodrum, Petrelli and Fiddner, all of the Company’s independent Directors. Mr. Petrelli filled the vacancy on the Compensation Committee which was left by the death of Mr. Chris V. Kemendo in January 2007. Mr. Fiddner filled the vacancy on the Compensation Committee which was left by the resignation of Mr. Crawford in May 2007. The Compensation Committee met three times in 2007.

                The basic purpose of the Compensation Committee is to develop an executive compensation system which is competitive with the Company’s peers and encourages both short- and long-term performance in a manner beneficial to the Company and its operations. In achieving these objectives, the Committee has the following responsibilities:

 

Establish compensation policies that effectively attract, retain and motivate executive officers to successfully lead and manage the Company;

 

Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation;

 

Consider the Company’s performance and relative stockholder return, the value of similar incentive award to CEO’s at comparable companies, and the awards given to the Company’s CEO in past years when determining the long-term component of the CEO’s compensation;

 

Review, evaluate and approve all compensation of directors and executive officers, including salary adjustments, bonuses, stock awards, stock option grants, and other benefits;

 

Review and make recommendations to the Board with respect to the adoption, amendment and termination of the Company’s compensation plans, oversee their administration and discharge any duties imposed on the Committee by any such plans;

 

Establish and monitor compliance with stock ownership guidelines for directors and executive officers;

 

Review, evaluate and make recommendations to the Board with respect to the approval of the employment agreements of executive officers;

 

Review and approve the Committee’s annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations;

 

Perform any other activities consistent with this charter, the Company’s bylaws and governing law as the Committee or the Board deems appropriate.


                A copy of the charter of the Compensation Committee can be found at the Company’s website, www.arenaresourcesinc.com. A written copy of the charter of the Compensation Committee will also be provided to a stockholder upon request. Any such request should be directed to Mr. William Parsons, Vice President of Investor Relations. Mr. Parsons can be contacted at (480) 947-1589.

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This excerpt taken from the ARD DEF 14A filed Sep 28, 2007.

Compensation Committee

        The Board of Directors appointed a Compensation Committee in September, 2004. The Compensation Committee is currently comprised of Messrs. Woodrum, Petrelli and Fiddner, all of the Company’s independent Directors (as “independence” is defined in Rule 303A.02 of the listing standards applicable to the New York Stock Exchange, on which the Company’s shares are listed). Mr. Petrelli filled the vacancy on the Compensation Committee which was left by the death of Mr. Chris V. Kemendo in January 2007. Mr. Fiddner filled the vacancy on the Compensation Committee which was left by the resignation of Mr. Crawford in May 2007. The Compensation Committee met two times in 2006.

        The basic purpose of the Compensation Committee is to develop an executive compensation system which is competitive with the Company’s peers and encourages both short- and long-term performance in a manner beneficial to the Company and its operations. In achieving these objectives, the Committee has the following responsibilities:

    Establish compensation policies that effectively attract, retain and motivate executive officers to successfully lead and manage the Company;
    Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation;
    Consider the Company’s performance and relative stockholder return, the value of similar incentive award to CEO’s at comparable companies, and the awards given to the Company’s CEO in past years when determining the long-term component of the CEO’s compensation;

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    Review, evaluate and approve all compensation of directors and executive officers, including salary adjustments, bonuses, stock awards, stock option grants, and other benefits;
    Review and make recommendations to the Board with respect to the adoption, amendment and termination of the Company’s compensation plans, oversee their administration and discharge any duties imposed on the Committee by any such plans;
    Establish and monitor compliance with stock ownership guidelines for directors and executive officers;
    Review, evaluate and make recommendations to the Board with respect to the approval of the employment agreements of executive officers;
    Review and approve the Committee’s annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations;
    Perform any other activities consistent with this charter, the Company’s bylaws and governing law as the Committee or the Board deems appropriate.

        A copy of the charter of the Compensation Committee can be found at the Company’s website, www.arenaresourcesinc.com. A written copy of the charter of the Compensation Committee will also be provided to a stockholder upon request. Any such request should be directed to Mr. William Parsons, Vice President of Investor Relations. Mr. Parsons can be contacted at (480) 947-1589.

This excerpt taken from the ARD DEF 14A filed Nov 7, 2006.

Compensation Committee

        The Board of Directors appointed a Compensation Committee in September, 2004. The Compensation Committee is comprised of Messrs. Kemendo and Woodrum, two of the Company’s independent Directors (as “independence” is defined in Rule 303A.02 of the listing standards applicable to the New York Stock Exchange, on which the Company’s shares are listed). The Compensation Committee met once in 2005.

        The basic purpose of the Compensation Committee is to develop an executive compensation system which is competitive with the Company’s peers and encourages both short- and long-term performance in a manner beneficial to the Company and its operations. In achieving these objectives, the Committee has the following responsibilities:

    Establish compensation policies that effectively attract, retain and motivate executive officers to successfully lead and manage the Company;
    Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation;
    Consider the Company’s performance and relative stockholder return, the value of similar incentive award to CEO’s at comparable companies, and the awards given to the Company’s CEO in past years when determining the long-term component of the CEO’s compensation;
    Review, evaluate and approve all compensation of directors and executive officers, including salary adjustments, bonuses, stock awards, stock option grants, and other benefits;
    Review and make recommendations to the Board with respect to the adoption, amendment and termination of the Company’s compensation plans, oversee their administration and discharge any duties imposed on the Committee by any such plans;
    Establish and monitor compliance with stock ownership guidelines for directors and executive officers;
    Review, evaluate and make recommendations to the Board with respect to the approval of the employment agreements of executive officers;
    Review and approve the Committee’s annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations;
    Perform any other activities consistent with this charter, the Company’s bylaws and governing law as the Committee or the Board deems appropriate.

        A copy of the charter of the Compensation Committee can be found at the Company’s website, www.arenaresourcesinc.com .

        Prior to the formal appointment of this Committee in 2004, the compensation of the Company’s chief executive officer was recommended to the Board (in a proceeding in which the chief executive officer did not participate) by a majority of the independent directors serving on the Board. The compensation for all other officers has been determined, or recommended to the Board for determination, by a majority of the independent Directors.

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