CMRG » Topics » Audit Committee

This excerpt taken from the CMRG DEF 14A filed Jul 30, 2009.

Audit Committee

 

We have a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Audit Committee is currently comprised of Messrs. Choper, Bernikow and Porter. Each of the members of the Audit Committee is independent, as independence for audit committee members is defined under the rules of Nasdaq. In addition, the Board of Directors has determined that Mr. Bernikow is an “audit committee financial expert” under the rules of the SEC.

 

The Audit Committee operates under a written charter, which can be found under “Corporate Governance” on the Investor Relations page of our website at www.casualmaleXL.com.

 

The purpose of the Audit Committee is to (i) assist the Board of Directors in fulfilling its oversight responsibilities to the shareholders, potential shareholders and the investment community; (ii) oversee the audits of our financial statements and our relationship with our independent registered public accounting firm; (iii) promote and further the integrity of our financial statements and oversee the qualifications, independence and performance of our independent registered public accounting firm (including being solely responsible for appointing, determining the scope of, evaluating and, when necessary, terminating the relationship with the independent registered public accounting firm); and (iv) provide the Board of Directors and the independent registered public accounting firm, unfiltered access to each other on a regular basis. The Audit Committee meets at least quarterly and as often as it deems necessary in order to perform its responsibilities. During fiscal 2008, the Audit Committee met five times.

 

For additional information regarding the Audit Committee, see the “Report of the Audit Committee” included elsewhere in this Proxy Statement.

 

These excerpts taken from the CMRG 10-K filed May 29, 2009.

Audit Committee

We have a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Audit Committee is currently comprised of Messrs. Choper, Bernikow and Porter. Each of the members of the Audit Committee is independent, as independence for audit committee members is defined under the rules of the Nasdaq Global Select Market (“Nasdaq”). In addition, the Board of Directors has determined that Mr. Bernikow is an “audit committee financial expert” under the rules of the Securities Exchange Commission (“SEC”).

The Audit Committee operates under a written charter, which can be found under “Corporate Governance” on the Investor Relations page of our website at www.casualmaleXL.com.

 

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Item 11. Executive Compensation

Audit Committee

We have a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Audit Committee is
currently comprised of Messrs. Choper, Bernikow and Porter. Each of the members of the Audit Committee is independent, as independence for audit committee members is defined under the rules of the Nasdaq Global Select Market (“Nasdaq”). In
addition, the Board of Directors has determined that Mr. Bernikow is an “audit committee financial expert” under the rules of the Securities Exchange Commission (“SEC”).

STYLE="margin-top:12px;margin-bottom:0px">The Audit Committee operates under a written charter, which can be found under “Corporate Governance” on the Investor Relations page of our website at
www.casualmaleXL.com.

 


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Item 11.Executive Compensation

SIZE="2">Compensation Discussion and Analysis

This Compensation Discussion and Analysis discusses the compensation paid to our key executives which
includes our Chief Executive Officer and our Chief Financial Officer (“Key Executives”) as well as our other executive officers (the “Senior Executives”). For the purposes of this Form 10-K/A, the Key Executives and our next
three most highly-compensated Senior Executives and one former Senior Executive who would have been included in our next three most highly-compensated Senior Executives had he still been employed with us at the end of fiscal 2008 are collectively
referred to herein as our “Named Executive Officers.”

Our Key Executives are David A. Levin, President and Chief Executive Officer, and Dennis
R. Hernreich, Executive Vice President, Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary.

Our Senior Executives are: Mark Bean,
Senior Vice President of Store Sales and Operations; Francis Chane, Vice President of Distribution & Logistics; Richard Della Bernarda, Senior Vice President and Chief Marketing Officer; Kenneth M. Ederle, Vice President, General
Merchandising Manager of Rochester Clothing; Douglas Hearn, Vice President, General Merchandising Manager Casual Male XL; Sheri A. Knight, Senior Vice President of Finance, Corporate Controller and Chief Accounting Officer; Jack R. McKinney, Senior
Vice President and Chief Information Officer; Henry J. Metscher, Senior Vice President, General Merchandise Manager, Direct Businesses and President of Footwear; Robert S. Molloy, Vice President and General Counsel; Peter E. Schmitz, Senior Vice
President, Real Estate and Store Development; Vickie S. Smith, Senior Vice President, Planning and Allocation; Walter E. Sprague, Senior Vice President of Human Resources; and Ronald G. Threadgill, Vice President of Global Sourcing. While employed
with us and prior to his departure on August 12, 2008, Wayne P. Diller, Executive Vice President and Chief Merchandising Officer, was also a Senior Executive.

SIZE="2">The Named Executive Officers for fiscal 2008 are: Mr. Levin, Mr. Hernreich, Ms. Knight, Mr. Metscher, Mr. Molloy and Mr. Diller.

FACE="Times New Roman" SIZE="2">Summary

Fiscal 2008 was a challenging year for the retail industry, which has been significantly weakened by
the volatile economic environment. We have seen a lack of consumer confidence which has resulted in a decrease in discretionary spending. In addition, like so many public companies, we incurred substantial decreases in our market capitalization
during fiscal 2008. Despite these conditions, which directly impacted our revenues for fiscal 2008, we did not allow our financial position to erode. Our management team reacted quickly to the decline in the retail market and has been keenly focused
on the strength of our balance sheet, our liquidity and free cash flow over the past 12 months.

Despite the recent downturn in sales, management believes
that our brands remain strong and that by continuing to successfully manage our expenses, we can continue to produce free cash flow and sustain sufficient liquidity to withstand the suppressed retail market.

STYLE="margin-top:12px;margin-bottom:0px">The compensation earned by the Key Executives and Senior Executives addressed in the “Summary Compensation Table” below recognizes the achievement, through the
issuance of cash and equity awards, of certain short-term objectives in fiscal 2006 and 2007 as well as the slowdown in fiscal 2008. However, compensation levels for fiscal 2008 reflect the accounting cost of the equity awards granted to Key
Executives and Senior Executives for performance in fiscal 2006 and 2007.

In addition, in January 2009, with the majority of our outstanding stock options
significantly underwater and with a minimum amount of remaining shares available for future grant under our 2006 Incentive Compensation Plan (“2006 Plan”), certain of our Directors and our Key Executives sold a portion of their outstanding
underwater options back to the Company for fair value, as determined using Black-Scholes. In aggregate, the Company repurchased options for 2,291,512 shares for an aggregate purchase price of $7,192 (seven thousand one hundred and ninety-two
dollars). Of the 2,291,512 shares underlying the repurchased options, options covering 1,246,004 shares were issued under our 2006 Plan and became available again for future issuance, enabling us to have the ability to compensate our management team
as part of our long-term initiatives. As of May 15, 2009, there are now 1,068,887 shares available for future grant under the 2006 Plan. However, in connection with the repurchase and cancellation of these options for just over $7,000, the
total compensation for our Key Executives and Directors includes stock compensation expense totaling $1.5 million which the Company incurred, due to the required acceleration of vesting before the options were repurchased and cancelled.


 


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As discussed in detail below under “Discretionary Cash and Equity Awards”, on May 11, 2009 and
May 13, 2009, the Compensation Committee, with the approval of the Board of Directors, granted an aggregate of 657,500 shares of unvested restricted stock to participants of the Annual Incentive Plan for fiscal 2008, excluding our Key
Executive. Accordingly, each of our Senior Executives received an award of 20,000 shares and other members of management received an aggregate of 417,500 shares of unvested restricted stock which will vest ratably over three years from the date of
grant. Also in May 2009, the Compensation Committee, with the approval of our Board of Directors, granted to Messrs. Levin and Hernreich a discretionary cash bonus of $300,000 and $240,000, respectively.

STYLE="margin-top:18px;margin-bottom:0px">Responsibility of the Compensation Committee

The
responsibility of our Compensation Committee is to establish, implement and continually monitor adherence to our compensation philosophy, ensuring that the total compensation is fair, reasonable and competitive. See “Compensation Committee
Process” below.

This excerpt taken from the CMRG DEF 14A filed Jun 2, 2008.

Audit Committee

 

We have a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Audit Committee is currently comprised of Messrs. Choper, Bernikow and Porter. Each of the members of the Audit Committee is independent, as independence for audit committee members is defined under the rules of Nasdaq. In addition, the Board of Directors has determined that Mr. Bernikow is an “audit committee financial expert” under the rules of the SEC.

 

The Audit Committee operates under a written charter, which can be found under “Corporate Governance” on the Investor Relations page of our website at www.casualmaleXL.com.

 

The purpose of the Audit Committee is to (i) assist the Board of Directors in fulfilling its oversight responsibilities to the shareholders, potential shareholders and the investment community; (ii) oversee the audits of our financial statements and our relationship with our independent registered public accounting firm; (iii) promote and further the integrity of our financial statements and oversee the qualifications, independence and performance of our independent registered public accounting firm (including being solely responsible for appointing, determining the scope of, evaluating and, when necessary, terminating the relationship with the independent registered public accounting firm); and (iv) provide the Board of Directors and the independent registered public accounting firm, unfiltered access to each other on a regular basis. The Audit Committee meets at least quarterly and as often as it deems necessary in order to perform its responsibilities. During fiscal 2007, the Audit Committee met five times.

 

For additional information regarding the Audit Committee, see the “Report of the Audit Committee” included elsewhere in this Proxy Statement.

 

This excerpt taken from the CMRG DEF 14A filed Jun 4, 2007.

Audit Committee

 

We have a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Audit Committee is currently comprised of Messrs. Choper, Bernikow and Porter. Each of the members of the Audit Committee is independent, as independence for audit committee members is defined under the rules of Nasdaq. In addition, the Board of Directors has determined that Mr. Bernikow is an “audit committee financial expert” under the rules of the SEC.

 

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The Audit Committee operates under a written charter, which can be found under “Corporate Governance” on the Investor Relations page of our website at www.casualmaleXL.com.

 

The purpose of the Audit Committee is to (i) assist the Board of Directors in fulfilling its oversight responsibilities to the shareholders, potential shareholders and the investment community; (ii) oversee the audits of our financial statements and our relationship with our independent registered public accounting firm; (iii) promote and further the integrity of our financial statements and oversee the qualifications, independence and performance of our independent registered public accounting firm (including being solely responsible for appointing, determining the scope of, evaluating and, when necessary, terminating the relationship with the independent registered public accounting firm); and (iv) provide the Board of Directors and the independent registered public accounting firm, unfiltered access to each other on a regular basis. The Audit Committee meets at least quarterly and as often as it deems necessary in order to perform its responsibilities. During fiscal 2006, the Audit Committee met six times.

 

For additional information regarding the Audit Committee, see the “Report of the Audit Committee” included elsewhere in this Proxy Statement.

 

This excerpt taken from the CMRG DEF 14A filed Jun 26, 2006.

Audit Committee

 

The Company has a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Audit Committee is currently comprised of Messrs. Choper, Bernikow and Porter. Each of the members of the Audit Committee is independent, as independence for audit committee members is defined under the rules of Nasdaq. In addition, the Board of Directors has determined that Mr. Bernikow is an “audit committee financial expert” under the rules of the SEC.

 

The Audit Committee operates under a written charter adopted by the Board of Directors and the Audit Committee. This written charter was revised on May 9, 2005 to help ensure compliance with the Sarbanes-Oxley Act of 2002 and related rule changes by the SEC and Nasdaq. A copy of this charter of the Audit Committee was included as Appendix A to the Company’s Definitive Proxy Statement filed July 8, 2006 with the SEC.

 

The purpose of the Audit Committee is to (i) assist the Board of Directors in fulfilling its oversight responsibilities to the shareholders, potential shareholders and the investment community; (ii) oversee the audits of the financial statements of the Company and the Company’s relationship with its independent registered public accounting firm; (iii) promote and further the integrity of the Company’s financial statements and oversee the qualifications, independence and performance of the Company’s independent registered public accounting firm (including being solely responsible for appointing, determining the scope of, evaluating and, when necessary, terminating the relationship with the independent registered public accounting firm); and (iv) provide the Board of Directors, the independent registered public accounting firm and the internal auditors direct, unfiltered access to each other on a regular basis. The Audit Committee meets at least quarterly and as often as it deems necessary in order to perform its responsibilities. During fiscal 2005, the Audit Committee met six times.

 

For additional information regarding the Audit Committee, see the “Report of the Audit Committee” included elsewhere in this Proxy Statement.

 

 

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Table of Contents
This excerpt taken from the CMRG 10-K filed May 30, 2006.

Audit Committee

The Company has a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee is currently comprised of Messrs. Choper, Bernikow and Porter. Each of the members of the Audit Committee is independent, as independence for audit committee members is defined under the rules of the Nasdaq National Market. In addition, the Board of Directors has determined that Mr. Bernikow is an “audit committee financial expert” under the rules of the Securities and Exchange Commission (the “SEC”).

This excerpt taken from the CMRG DEF 14A filed Jul 8, 2005.

Audit Committee

 

The Company has a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act . The Audit Committee is currently comprised of Messrs. Choper, Bernikow and Pennacchio. Each of the members of the Audit Committee is independent, as independence for audit committee members is defined under the rules of Nasdaq. In addition, the Board of Directors has determined that Mr. Bernikow is an “audit committee financial expert” under the rules of the SEC.

 

The Audit Committee operates under a written charter adopted by the Board of Directors and the Audit Committee. This written charter was revised on May 9, 2005 to help ensure compliance with the Sarbanes-Oxley Act of 2002 and related rule changes by the SEC and Nasdaq. A copy of the current charter of the Audit Committee is included as Appendix A to this Proxy Statement.

 

The purpose of the Audit Committee is to (i) assist the Board of Directors in fulfilling its oversight responsibilities to the shareholders, potential shareholders and the investment community; (ii) oversee the audits of the financial statements of the Company and the Company’s relationship with its independent registered public accounting firm; (iii) promote and further the integrity of the Company’s financial statements and oversee the qualifications, independence and performance of the Company’s independent registered public accounting firm (including being solely responsible for appointing, determining the scope of, evaluating and, when necessary, terminating the relationship with the independent registered public accounting firm); and (iv) provide

 

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the Board of Directors, the independent registered public accounting firm and the internal auditors direct, unfiltered access to each other on a regular basis. The Audit Committee meets at least quarterly and as often as it deems necessary in order to perform its responsibilities. During fiscal 2004, the Audit Committee met seven times.

 

For additional information regarding the Audit Committee, see the “Report of the Audit Committee” included elsewhere in this Proxy Statement.

 

This excerpt taken from the CMRG 10-K filed Jun 1, 2005.

Audit Committee

 

The Company has a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee is currently comprised of Messrs. Choper, Bernikow and Pennacchio. Each of the members of the Audit Committee is independent, as independence for audit committee members is defined under the rules of the Nasdaq National Market. In addition, the Board of Directors has determined that Mr. Bernikow is an “audit committee financial expert” under the rules of the Securities and Exchange Commission (the “SEC”).

 

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