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BNI » Topics » What were the respective roles of the Compensation Committee, the Board, the Chief Executive Officer and the Compensation Committees independent compensation consultant in establishing 2008 named executive officer compensation?This excerpt taken from the BNI DEF 14A filed Mar 16, 2009. What were the
respective roles of the Compensation Committee, the Board, the
Chief Executive Officer and the Compensation Committee’s
independent compensation consultant in establishing 2008 named
executive officer compensation?
The Compensation Committee, the Board, the CEO and the
Compensation Committee’s compensation consultant each play
a significant role in establishing and reviewing our executive
compensation programs. The Compensation Committee has engaged
the consulting firm of Frederic W. Cook & Co., Inc. as
its compensation consultant. For further information about the
Compensation Committee’s compensation consultant, please
see page 11.
For purposes of setting 2008 compensation of our named executive
officers, the compensation consultant discussed market data and
prevalent practices with the Compensation Committee and the CEO.
The Compensation Committee used information provided by the
consultant to establish the framework of our compensation
programs. The Compensation Committee approved the annual
performance goals under our Incentive Compensation Plan, subject
to ratification by the Board.
Within the framework of the compensation programs approved by
the Compensation Committee, and based in part on the market data
provided by our consultant, the CEO recommended the levels of
base salary increases for the other named executive officers,
their target Incentive Compensation Plan awards and their
long-term incentive grants. The CEO also recommended any changes
he thought were necessary to the Company’s compensation
programs. To enable the CEO to make these recommendations, he
generally attended portions of the Compensation Committee
meetings.
The CEO recommended to the Compensation Committee the cash and
equity compensation for the other named executive officers. The
cash compensation was discussed and approved by the Compensation
Committee and then ratified by the Board. The equity
compensation was discussed and approved by the Compensation
Committee with input from the Board. The Compensation
Committee’s and the Board’s compensation decisions
were consistent with the CEO’s recommendations.
The Compensation Committee recommended, and the independent
Directors of the Board approved, the CEO’s cash
compensation, and the Compensation Committee approved his
equity-based compensation, with input from the Board.
None of the named executive officers played a role in
establishing his own compensation, although the Chief Financial
Officer assisted the Compensation Committee in setting the
performance goals for incentive cash compensation and
performance-based equity awards, which impacted a broad group of
employees that includes the named executive officers. The
Compensation Committee and the Board met in executive session
without the CEO to discuss and determine the CEO’s
compensation.
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