|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the CPWR DEF 14A filed Jul 15, 2009. Compensation
Committee Interlocks and Insider Participation
Messrs Bedi, Grabe and Prowse served as the Compensation
Committee until November 14, 2008. Mr. Prowse was an
officer of the Company from 1992 to 1999. On November 17,
2008, Mr. Prowse entered into an Independent Contractor
Agreement with the Company under which he is paid a fee at a
daily rate of $2,500 to consult and advise the Company as needed
on special projects, including but not limited to pricing
strategies and other business and
Table of Contents
financial projects. The arrangement will continue until
terminated by either party. The Company believes that
Mr. Prowse’s long-standing association with our
organization and culture, together with his strong financial
background, allow him to provide substantial beneficial services
to the Company as a dedicated resource that are greater than the
services that his time commitment as a board member would
permit. The Company paid Mr. Prowse $151,250 under this
arrangement for services rendered during fiscal 2009.
As a result of this relationship, the Board determined that
Mr. Prowse is no longer an independent director as defined
under applicable NASDAQ rules. Consequently, Mr. Prowse
resigned his position on the Compensation and Audit committees,
as well as his chairmanship of the Nominating/Governance
committee on November 14, 2008. Messrs. Archer, Grabe
and Romney currently serve as the Compensation Committee of the
Board and have served as such since November 14, 2008.
The Company employs the adult son of Mr. Romney as a sales
executive. This individual, who does not reside with and is not
supported financially by Mr. Romney, earned compensation
for fiscal 2009 of $162,606, which is commensurate with his
peers. Mr. Romney’s son is employed on an “at
will” basis and compensated on the same basis as the
Company’s other employees of similar function, seniority
and responsibility without regard to his relationship with
Mr. Romney.
This excerpt taken from the CPWR DEF 14A filed Jul 16, 2008. Compensation
Committee Interlocks and Insider Participation
Mr. Prowse, who is a member of the Compensation Committee,
was an officer of the Company from 1992 to 1999.
This excerpt taken from the CPWR DEF 14A filed Jul 24, 2007. Compensation
Committee Interlocks and Insider Participation
During fiscal 2007, the Company made a contribution of
$5 million to the Detroit Riverfront Conservancy, Inc., a
non-profit corporation formed to develop and maintain the public
space along Detroit’s riverfront. The purpose of the gift
was to demonstrate our commitment to the city of Detroit and to
our business partners who are involved in the Conservancy. Faye
A. Nelson, one of our directors and previously a member of the
Compensation Committee, is the President and Chief Executive
Officer of Detroit Riverfront Conservancy, Inc. As a result of
our contribution, it was determined that Ms. Nelson is no
longer eligible to be considered an independent director under
the NASDAQ rules. Consequently, Ms. Nelson resigned from
her position on the Compensation Committee in June 2007.
| EXCERPTS ON THIS PAGE:
RELATED TOPICS for CPWR: |
| |||||||
