CRFN » Topics » Compensation Committee.

This excerpt taken from the CRFN DEF 14A filed Apr 14, 2009.
Compensation Committee.  The members of the Compensation Committee in 2008 were Bruce I. Howell, James A. Lucas, Jr., Sheila Hale Ogle, Jon T. Vincent and Stephen K. Zaytoun (Chairman). The Compensation Committee has a charter, which is available at   The Compensation Committee met two times in 2008.  The Compensation Committee reviews and recommends to the board the annual compensation, including salary, equity-based grants, incentive compensation, and other benefits for senior management and other Company and subsidiary employees. The Compensation Committee meets on an as needed basis to review the salaries and compensation programs required to attract and retain the Company’s executive officers.  The Committee approves the compensation of the executive officers and recommends for approval the compensation of the chief executive officer to the Board of Directors.  The Board of Directors ratifies the compensation of the executive officers and approves the compensation of the chief executive officer.  Mr. Carlton makes recommendations to the Committee regarding the compensation of the other executive officers of the Company and its subsidiaries.  The salary of each of the Company’s executive officers is determined based upon the executive officer’s experience, managerial effectiveness, contribution to the Company’s overall profitability, maintenance of regulatory compliance standards and professional leadership.  The Committee also compares the compensation of the Company’s executive officers with compensation paid to executives of similarly situated bank holding companies, other businesses in the Company’s market area and appropriate state and national salary data.  These factors were considered in establishing the compensation of the executive officers during the fiscal year ended December 31, 2008.  All executive officers of the Company, including Mr. Carlton, are eligible to receive discretionary bonuses or non-equity incentive awards declared by the Board of Directors.  The amount of such bonuses and incentive payments is based upon the Company’s budget and the attainment of corporate goals and objectives.  Finally, the interests of the Company’s executive officers are aligned with that of its shareholders through the use of equity-based compensation, historically through grants of stock options with exercise prices established at the fair market value of the Company’s common stock at the time of grant, and also with restricted stock, long term incentive compensation units or stock appreciation rights as permitted under the Company’s 2006 Omnibus Stock Ownership and Long-Term Incentive Plan.  The Company has from time to time engaged compensation consultants, Matthews Young & Associates, Inc. and Benmark Consulting, to advise the Compensation Committee on matters related to executive officer, employee and director compensation and retirement consultants, Clark Consulting, to advise the Committee on executive officer and employee retirement benefits.  The Compensation Committee does not delegate any of its authority as set forth in its charter to any other persons.

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