What is the Compensation Committees
delegation of authority and what role does the chief executive have in determining or recommending any form of executive and director compensation?
The Compensation Committee determines executive eligibility for the various programs. This includes salary increases, annual incentive award performance metrics,
goals and opportunities, actual performance and payouts, and longer-term awards of stock options, if granted, for Mr. Lupinetti. The Compensation Committee also determines and approves these matters for the other executive officers, based in
part upon recommendations for each officer by Mr. Lupinetti.
The Compensation Committee meets in executive session without members of management present to consider and determine performance, payout and awards.
The Compensation Committee determines and approves the compensation programs for independent/non-management directors, based upon annual reviews of competitive
market pay data for comparably sized technology companies.
The Compensation Committee determines, approves and advises the full Board concerning, plan administration details, performance targets and appraisal levels, as
well as pay and award decisions. Any material changes to programs, or the adoption of new ones, are subject to Board approval.
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