This excerpt taken from the BRKS DEF 14A filed Jan 4, 2007.
Compensation of Chief Executive Officer
Mr. Gradys amended employment agreement was negotiated and concluded under the committees guidance and direction, with the assistance of a compensation consultant. The terms of Mr. Gradys amended employment agreement are described under Executive Compensation and Other Matters Employment Contracts.
During the fiscal year ended September 30, 2006, cash compensation for Mr. Grady consisted of a base salary of $435,577 and a bonus of $415,626. The Compensation Committee believes that Mr. Gradys total compensation for 2006 appropriately reflects his performance as measured against the factors described in the following paragraph. The committee does not assign relative weights or rankings to the following factors, but instead makes a subjective determination based upon a consideration of all such factors.
In setting Mr. Gradys overall salary, bonus, and stock compensation levels, the Compensation Committee considered compensation levels for similar positions in the industry and other similar sectors, historical compensation levels for the position, the compensation levels for the Companys other executive officers and Mr. Gradys level of responsibility. In addition, the Compensation Committee considered the extent to which Mr. Gradys compensation should be based on the Companys actual performance and industry benchmarking, the cumulative total return to the Companys stockholders and diluted earnings per share, the terms and conditions of restricted stock awards and stock options granted to Mr. Grady, including vesting and exercise periods, information prepared by an independent consultant with respect to equity-based incentives awarded to CEOs of similar companies without regard to the cumulative total return to stockholders of those companies, and the extent to which Mr. Grady would be entitled to severance upon a change in control of the Company. The committee did consider whether Mr. Grady should receive alternate forms, or more than one form, of equity based compensation. The committee also considered Mr. Gradys efforts in connection with the acquisition of Helix.