This excerpt taken from the CAMP DEF 14A filed Jun 24, 2008.
Determination of Executive Officer Compensation for Fiscal 2008
In December 2006, the Compensation Committee engaged Towers Perrin to review competitive practices in providing various types of long-term incentive compensation, and to develop recommendations for the Company to consider in this area. At a meeting of the Compensation Committee in January 2007, Towers Perrin presented a written report that included an analysis of the long-term incentive compensation practices in a peer group of 30 technology companies. The peer group was established in consultation with management and was approved by the Compensation Committee.
Following the presentation by Towers Perrin, the Compensation Committee directed management to prepare a competitive assessment of the cash and equity compensation for executive management for fiscal 2008 utilizing the same analytical methodology as had been employed by Towers Perrin in previous years. This competitive compensation analysis was prepared by comparing the Company's executive officer compensation with combined, or blended, compensation data of the Radford Executive Survey and of a public company peer group as reported in proxy statements and other public filings. The peer group for fiscal 2008, consisting of 15 companies of similar size and profile to CalAmp, was compiled by management and was approved by the Compensation Committee. These peer group companies are C-Cor Inc., Comtech Telecommunications Corp., Digi International Inc., Directed Electronics Inc., Dot Hill Systems Corp., EMS Technologies Inc., Globecomm Systems Inc., Harmonic Inc., LoJack Corp., Newport Corporation, Novatel Wireless Inc., Stratex Networks Inc., Symmetricom Inc., Universal Electronics Inc. and ViaSat Inc.
The results of the fiscal 2008 competitive compensation analysis were presented to the Compensation Committee at a meeting held in April 2007, at which time the CEO also presented proposed amounts for fiscal 2008 officer compensation. The Committee considered the competitive compensation analysis and the CEO's recommendations and requested that certain modifications be made to the compensation proposals. The Compensation Committee approved the modified proposals at a meeting on May 1, 2007, subject to ratification by the full Board. On May 8, 2007, the Board of Directors ratified the named executive officer base salaries, short-term incentive compensation plan and equity awards for fiscal 2008.
The compensation actions approved by the Board on May 8, 2007 included base salary increases for each of the Company's executive officers. However, in late May 2007, the Company's largest customer suspended its purchases of the company's products pending the resolution of a product performance issue, which adversely affected the Company's revenue and profitability. As a result of this development, at a Board meeting on May 31, 2007 the CEO recommended that the base salary increases be cancelled for all executive officers except Garo Sarkissian, Vice President of Corporate Development, whereupon the Board approved the cancellation of salary increases for the CEO, CFO and the two Division Presidents.