CKEC » Topics » The Compensation and Nominating Committee

This excerpt taken from the CKEC DEF 14A filed Apr 21, 2009.

The Compensation and Nominating Committee

The Compensation and Nominating Committee is responsible for setting the overall compensation strategy and compensation policies for our senior executives and directors, including determining the forms and amount of compensation appropriate to achieve our strategic objectives. The Compensation and Nominating Committee’s functions are more fully described in its charter, which can be viewed at the investor relations page on our website at www.carmike.com. The Compensation and Nominating Committee annually reviews and recommends changes to its charter for approval by the Board of Directors.

 

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The Compensation and Nominating Committee currently consists of Roland C. Smith, as Chairman, S. David Passman III and Patricia A. Wilson.

The charter of the Compensation and Nominating Committee requires that the Committee be comprised of not less than two members of the Board of Directors. As required by the charter, the Board of Directors has determined that each member of the Compensation and Nominating Committee is: (1) independent as defined under the rules and regulations of the SEC and the Nasdaq listing standards, (2) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, (3) an “outside director” for purposes of satisfying Section 162(m) of the Code, and (4) otherwise free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

Role of Compensation Consultants

The Compensation and Nominating Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or executive compensation. The Compensation and Nominating Committee has retained the services of ECG Advisors, LLC as its independent compensation consultant and as a facilitator of senior management development exercises commissioned by the Committee. In March 2006, ECG Advisors, LLC provided the Compensation and Nominating Committee with a competitive analysis of our executive officer and non-employee director compensation. ECG Advisors, LLC provided additional input to the Compensation and Nominating Committee on several compensation matters at a meeting in March 2007. In March 2009, ECG Advisors, LLC provided the Compensation and Nominating Committee with an updated competitive analysis of our executive officer compensation, our employment and separation agreements, our deferred compensation arrangement for senior executives and our non-employee director compensation. Further, in 2007, 2008 and 2009, ECG Advisors, LLC also has responded to various compensation-related requests from the Compensation and Nominating Committee, as needed. ECG Advisors, LLC provides no other services to Carmike other than in its role as independent consultant to the Compensation and Nominating Committee. The Compensation and Nominating Committee expects ECG Advisors, LLC, or other compensation consultants retained from time to time, to provide the Committee with similar services on a periodic basis.

Role of Executives in Establishing Compensation for 2008

In 2008, our former Chief Executive Officer made recommendations to the Compensation and Nominating Committee for base salary and bonus compensation amounts for other senior executives. The Compensation and Nominating Committee consulted with our former Chief Executive Officer when establishing the 2008 financial and operating criteria for performance-based bonuses applicable to other senior executives; however, the Committee met in executive session when considering the 2008 compensation of the Chief Executive Officer. During 2008, the Compensation and Nominating Committee periodically invited the Chief Executive Officer, the Chief Financial Officer, the Secretary and other directors to attend Committee meetings in order to receive operating and financial information from these officers and directors and to discuss goals, objectives and performance. The Compensation and Nominating Committee does not delegate any of its duties to management and regularly holds executive sessions without the members of management present.

Compensation Committee Activity

Mr. Smith, as Chairman, sets the agenda for each meeting of the Compensation and Nominating Committee in consultation with management, counsel and the other Committee members. Generally, the Compensation and Nominating Committee meets at least quarterly and more often as necessary. In 2008, for example, the Compensation and Nominating Committee met five times. During these meetings in 2008, the Compensation and Nominating Committee, among other items:

 

   

approved the payment of 2007 non-financial bonuses to the senior executive officers;

 

   

approved 2008 financial and non-financial bonus objectives for the senior executive officers;

 

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recommended amendments to the 2004 Incentive Stock Plan to increase the total number of shares authorized for issuance and the total number of shares that may be issued as stock grants;

 

   

recommended a reduction in the size of the Board of Directors from eight to seven directors;

 

   

reviewed committee membership and recommended changes to the Board of Directors;

 

   

approved tax-related amendments to employment arrangements with management; and

 

   

recommended that the Board of Directors adopt an amendment to the charter of the Compensation and Nominating Committee to add executive succession planning to the Committee’s responsibilities.

To date, the Compensation and Nominating Committee has held four meetings in 2009. During these meetings in 2009, the Compensation and Nominating Committee, among other items:

 

   

recommended the creation of the Office of the Chairman upon Mr. Patrick’s departure;

 

   

recommended the appointment of S. David Passman III as non-executive Chairman of the Board;

 

   

recommended the approval of a separation agreement and general release with Mr. Patrick;

 

   

reviewed committee membership and recommended a reduction in the size of the Board of Directors from seven to six directors, following Mr. Patrick’s departure;

 

   

approved the payment of 2008 non-financial bonuses for all applicable employees;

 

   

approved 2009 base salaries and financial and non-financial bonus objectives for the senior executive officers;

 

   

reviewed candidates for election to the Board of Directors;

 

   

recommended James A. Fleming’s election to the Board of Directors and appointment to the Audit Committee;

 

   

approved the engagement of ECG Advisors, LLC to review Carmike’s compensation structure; and

 

   

completed its annual self-evaluation process.

This excerpt taken from the CKEC DEF 14A filed Apr 21, 2008.

The Compensation and Nominating Committee

The Compensation and Nominating Committee is responsible for setting the overall compensation strategy and compensation policies for our senior executives and directors, including determining the forms and amount of compensation appropriate to achieve our strategic objectives. The Compensation and Nominating Committee’s functions are more fully described in its charter, which can be viewed at the investor relations page on our website at www.carmike.com. The Compensation and Nominating Committee annually reviews and recommends changes to its charter for approval by the Board of Directors.

The Compensation and Nominating Committee currently consists of Roland C. Smith, as Chairman, S. David Passman III, Patricia A. Wilson and Kevin D. Katari, who was appointed to the Committee on May 18, 2007. As noted above, Mr. Katari will not stand for re-election to the Board of Directors at the Annual Meeting.

The charter of the Compensation and Nominating Committee requires that the Committee be comprised of not less than two members of the Board of Directors. As required by the charter, the Board of Directors has determined that each member of the Compensation and Nominating Committee is: (1) independent as defined under the rules and regulations of the SEC and the applicable listing standards of The Nasdaq Stock Market, Inc., (2) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, (3) an “outside director” for purposes of satisfying Section 162(m) of the Code, and (4) otherwise free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

 

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Role of Compensation Consultants

The Compensation and Nominating Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or executive compensation. The Compensation and Nominating Committee has retained the services of ECG Advisors, LLC as its independent compensation consultant and as a facilitator of senior management development exercises commissioned by the Committee. In March 2006, ECG Advisors, LLC provided the Compensation and Nominating Committee with a competitive analysis of our executive officer compensation, our employment and separation agreements, our deferred compensation arrangement for senior executives and our non-employee director compensation. ECG Advisors, LLC provided additional input to the Compensation and Nominating Committee on several compensation matters at a meeting in March 2007. Further, in 2007 and 2008, ECG Advisors, LLC also has responded to various compensation-related requests from the Compensation and Nominating Committee, as needed. ECG Advisors, LLC provides no other services to Carmike other than in its role as independent consultant to the Compensation and Nominating Committee. The Compensation and Nominating Committee expects ECG Advisors, LLC, or other compensation consultants retained from time to time, to provide the Committee with similar services on a periodic basis. Our management has not retained a compensation consultant and ECG Advisors, LLC does not provide any services to management.

Role of Executives in Establishing Compensation

Generally, the Chief Executive Officer makes recommendations to the Compensation and Nominating Committee for base salary and bonus compensation amounts for other senior executives. The Compensation and Nominating Committee also consults with the Chief Executive Officer when establishing the financial and operating criteria for performance-based bonuses applicable to other senior executives; however, the Committee meets in executive session when considering the compensation of the Chief Executive Officer. The Compensation and Nominating Committee periodically invites the Chief Executive Officer, the Chief Financial Officer, the Secretary and other directors to attend Committee meetings in order to receive operating and financial information from these officers and directors and to discuss goals, objectives and performance. The Compensation and Nominating Committee does not delegate any of its duties to management and regularly holds executive sessions without the members of management present.

Compensation Committee Activity

Mr. Smith, as Chairman, sets the agenda for each meeting of the Compensation and Nominating Committee in consultation with management, counsel and the other Committee members. Generally, the Compensation and Nominating Committee meets at least quarterly and more often as necessary. In 2007, for example, the Compensation and Nominating Committee met nine times. During these meetings in 2007, the Compensation and Nominating Committee:

 

   

approved the payment of 2006 financial and non-financial bonuses to the senior executive officers;

 

   

approved 2007 base salaries and financial and non-financial bonus objectives for the senior executive officers;

 

   

approved amendments to the deferred compensation (retirement) program and approved equity-based long-term incentive grants (both restricted stock and stock options);

 

   

approved entering into Carmike’s form separation agreement with additional senior executive officers;

 

   

approved a release and consulting services agreement in connection with the retirement of Anthony J. Rhead, the former Senior Vice President—Entertainment and Digital;

 

   

approved the engagement of the Committee’s independent compensation consultant to facilitate management development exercises for certain senior executive officers;

 

   

reviewed the Chief Executive Officer’s employment agreement; and

 

   

reviewed committee membership and recommended changes to the Compensation and Nominating Committee.

 

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To date, the Compensation and Nominating Committee has held three meetings in 2008. During these meetings in 2008, the Compensation and Nominating Committee:

 

   

completed its self-evaluation process;

 

   

approved the payment of 2007 financial and non-financial bonuses to the senior executive officers;

 

   

approved financial and non-financial bonus objectives for the senior executive officers; and

 

   

approved amendments to the 2004 Incentive Stock Plan, as described above, and recommended approval by the Board of Directors and stockholders.

This excerpt taken from the CKEC DEF 14A filed Apr 18, 2007.

The Compensation and Nominating Committee

The Compensation and Nominating Committee is responsible for setting the overall compensation strategy and compensation policies for our senior executives and directors, including determining the forms and amount of compensation appropriate to achieve our strategic objectives. The Compensation and Nominating Committee’s functions are more fully described in its charter, which can be viewed at the investor relations page on our website at www.carmike.com. The Compensation and Nominating Committee annually reviews and recommends changes to its charter for approval by the Board of Directors.

The Compensation and Nominating Committee currently consists of Roland C. Smith, as Chairman, S. David Passman III and Patricia A. Wilson. On October 20, 2006, Mr. Passman replaced James J. Gaffney as a member of the Compensation and Nominating Committee, following Mr. Gaffney’s determination not to stand for reelection to the Board of Directors at our 2006 Annual Meeting of Stockholders.

The charter of the Compensation and Nominating Committee requires that the Committee be comprised of not less than two members of the Board of Directors. As required by the charter, the Board of Directors has determined that each member of the Compensation and Nominating Committee is: (1) independent as defined under the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the applicable listing standards of The Nasdaq Stock Market, Inc., (2) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, (3) an “outside director” for purposes of satisfying Section 162(m) of the Code, and (4) otherwise free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

 

19


Role of Compensation Consultants

The Compensation and Nominating Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or executive compensation. The Compensation and Nominating Committee has retained the services of ECG Advisors, LLC as its independent compensation consultant. In March 2006, ECG Advisors, LLC provided the Compensation and Nominating Committee with a competitive analysis of our executive officer compensation, our employment and separation agreements, our deferred compensation arrangement for senior executives and our non-employee director compensation. ECG Advisors, LLC provided additional input to the Compensation and Nominating Committee on several compensation matters at a meeting in March 2007. ECG Advisors, LLC provides no other services to Carmike other than in its role as independent consultant to the Compensation and Nominating Committee. The Compensation and Nominating Committee expects ECG Advisors, LLC, or other compensation consultants retained from time to time, to provide the Committee with a similar competitive compensation analysis on a periodic basis. Our management has not retained a compensation consultant and ECG Advisors, LLC does not provide any services to management.

Role of Executives in Establishing Compensation

Generally, the Chief Executive Officer makes recommendations to the Compensation and Nominating Committee for base salary and bonus compensation amounts for other senior executives. The Compensation and Nominating Committee also consults with the Chief Executive Officer when establishing the financial and operating criteria for performance-based bonuses applicable to other senior executives; however, the Committee meets in executive session when considering the compensation of the Chief Executive Officer. The Compensation and Nominating Committee periodically invites the Chief Executive Officer, the Chief Financial Officer, the Secretary and other directors to attend Committee meetings in order to receive operating and financial information from these officers and directors and to discuss goals, objectives and performance. The Compensation and Nominating Committee does not delegate any of its duties to management and regularly holds executive sessions without the members of management present.

Compensation Committee Activity

Mr. Smith, as Chairman, sets the agenda for each meeting of the Compensation and Nominating Committee in consultation with management, counsel and the other Committee members. Generally, the Compensation and Nominating Committee meets at least quarterly and more often as necessary. In 2006, for example, the Compensation and Nominating Committee met 11 times. During these meetings in 2006, the Compensation and Nominating Committee:

 

   

reviewed a competitive analysis of officer and director compensation prepared by the Committee’s independent compensation consultant;

 

   

approved the payment of 2005 financial and non-financial bonuses to the senior executive officers;

 

   

approved 2006 base salaries and financial and non-financial bonus objectives for the senior executive officers;

 

   

approved a revised non-employee director compensation package;

 

   

approved a release and consulting services agreement in connection with the retirement of Martin A. Durant, the former Senior Vice President—Finance, Treasurer and Chief Financial Officer;

 

   

approved the Corporation’s standard deferred compensation arrangement for Richard B. Hare, the newly appointed Senior Vice President—Finance, Treasurer and Chief Financial Officer;

 

   

approved special bonuses for Mr. Hare (as described below) and certain accounting and finance personnel in recognition of their efforts during our 2006 financial restatement;

 

   

reviewed and assessed the adequacy of its charter and recommended certain amendments related to the SEC’s new executive compensation disclosure rules; and

 

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reviewed committee membership and recommended changes to the Compensation and Nominating Committee and the Corporate Governance Committee.

To date, the Compensation and Nominating Committee has held three meetings in 2007. During these meetings in 2007, the Compensation and Nominating Committee:

 

   

approved the payment of 2006 financial and non-financial bonuses to the senior executive officers;

 

   

approved 2007 base salaries and financial and non-financial bonus objectives for the senior executive officers; and

 

   

approved amendments to the deferred compensation (retirement) program and approved new equity-based long term-incentive grants (both restricted stock and stock options).

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