DTLK » Topics » Base Salary

This excerpt taken from the DTLK DEF 14A filed Mar 28, 2008.

Base Salary

    Purpose.  Our base salaries are designed to provide regular recurring compensation for the fulfillment of the regular duties and responsibilities associated with job roles. We also use base salaries as an important part of attracting and retaining talented executives.

    Structure; Determination Process; Factors Considered.  The Compensation Committee generally first establishes base salaries for executives and then determines an additional percentage of base salary compensation that will be an annual bonus opportunity. The Compensation Committee then may adjust the executive's base salary based on a consideration of the factors outlined under "Compensation Determination Process" in making its decisions. The Compensation Committee reviews base salaries annually.

    2007 Base Salary Levels.  In February 2007, the Compensation Committee increased the 2007 annual base salary rate of Mr. Westling, our President and Chief Executive Officer by 10.5% from $262,500 to $290,000. The increase was intended both to reward him for our improved financial performance and to more closely reflect the base salaries being paid by other publicly held companies. According to the compensation study conducted by our outside consultants, Mr. Westling's 2007 annual base salary rate was still below the median for chief executive officers among our peer group of companies.

              Our Compensation Committee also increased the 2007 annual base salary rates of Mr. Barnum, our Chief Financial Officer, and Ms. West, our Vice President of Human Resources by 8% from $190,000 to $205,000 with respect to Mr. Barnum, and from $140,000 to $151,200, with respect to Ms. West. The increase was also intended to reward them for our improved financial performance and to more closely reflect the base salaries being paid by other publicly held companies. According to the compensation study conducted by our outside consultants, such base salary rates were still below the median for executive officers of their positions among our peer group of companies.

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              Mr. Beyer, our Senior Vice President of Field Operations, joined us in February 2007. Under Mr. Beyer's employment agreement, the Compensation Committee set Mr. Beyer's annual base salary level for 2007 at $250,000. Our Compensation Committee directed management to use the information we obtained from our outside consultants in negotiating Mr. Beyer's employment arrangements with us. Accordingly, the Compensation Committee believes that Mr. Beyer's annual base salary rate is competitive with similarly situated executives at our peer group of companies.

              Mr. Meland served as our President and Chief Executive Officer until he became our Chairman in December 2005. His annual base salary rate has remained relatively constant between 2005 and 2007; however, he retired as an employee effective May 1, 2007 and remains as our (non-employee) Chairman of the Board. As one of the largest stockholders in our company, Mr. Meland has relied more heavily on the potential long-term appreciation of his company equity for his compensation rather than on cash compensation paid by us.

    2008 Base Salary Levels.  In January 2008, the Compensation Committee increased the annual base salary rates for our executive officers by an across the board 4.5% to compensate for increases in the cost of living to the following amounts:

 
Name and Position of Executive Officer
  2007 Base Salary($)
  2008 Base Salary($)


Charles B. Westling
President and Chief Executive Officer
  290,000   303,050

Gregory T. Barnum
Chief Financial Officer
  205,000   214,225

Robert R. Beyer
Senior Vice President of Field Operations
  250,000   261,250

Mary E. West
Vice President, Human Resources
  151,200   158,004

              The compensation study recently conducted by our outside consultant to assist the Compensation Committee in establishing 2008 executive compensation indicates that all of our executive officer's 2008 annual base salary rates are still below the median for executive officers of their positions among our peer group of companies. The Compensation Committee believed that because we missed our 2007 planned operating income, significantly increasing our executive officers' annual base salaries to align them with that of their peers was not appropriate at this time. The Compensation Committee will consider future raises of our executive officers' annual base salary rates over the next several years to align their base compensation with similarly situated executives, giving consideration to the other factors described.

This excerpt taken from the DTLK DEF 14A filed Mar 29, 2007.

Base Salary

·       Purpose.   Our base salaries are designed to provide regular recurring compensation for the fulfillment of the regular duties and responsibilities associated with job roles. We also use base salaries as an important part of attracting and retaining talented executives.

·       Structure; Determination Process; Factors Considered.   The Compensation Committee generally first establishes base salaries for executives and then determines an additional percentage of base salary compensation that will be an annual bonus opportunity. The Compensation Committee then may adjust the executive’s base salary based on a consideration of the factors outlined above under “Compensation Determination Process” in making its decisions. The Compensation Committee reviews base salaries annually.

·       2006 Results and 2007 Annual Base Salary Levels.   The Compensation Committee increased the annual base salary rate of Mr. Westling, our President and Chief Executive Officer, by 21.5% from $216,125 in 2005 to $262,500 in 2006. In February 2007, we approved an additional increase in Mr. Westling’s annual base salary rate for 2007 by 10.5% to $290,000. For both 2006 and 2007, the Compensation Committee increased Mr. Westling’s annual base salary rate both to reward him for our improved financial performance and to more closely reflect the base salaries being paid by other publicly held companies. The compensation study conducted by our external consultants indicates that Mr. Westling’s 2007 annual base salary rate is still below the median for chief executive officers among our peer group of companies. The Compensation Committee will consider future raises of Mr. Westling’s annual base salary rate over the next several years to align his base compensation with similarly situated executives, giving consideration to the other factors described above.

For 2006, the Compensation Committee set the annual base salary rate for Mr. Barnum, our Chief Financial Officer, and for Ms. West, our Vice President of Human Resources, at $190,000 and $140,000, respectively. Mr. Barnum was a director of ours who became our Chief Financial Officer in March 2006 when our prior Chief Financial Officer resigned. Ms. West’s annual base salary rate increased in 2006 by 4.6% over 2005. In February 2007, we approved an increase in each of

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Mr. Barnum’s and Ms. West’s annual base salary rate for 2007 over 2006 by approximately 8%. For 2006 as to Ms. West, the increase primarily was to cover inflationary effects. For 2007 as to Mr. Barnum and Ms. West, our Compensation Committee increased their annual base salary rates primarily to reward them for our improved financial performance. The compensation study conducted by our external consultants also indicates that Mr. Barnum’s and Ms. West’s annual base salary rates are still below the median for executive officers of their positions among our peer group of companies. The Compensation Committee will consider future raises of their annual base salary rates over the next several years to align their base compensation with similarly situated executives, giving consideration to the other factors described above.

Mr. Meland served as our President and Chief Executive Officer until he became our Chairman in December 2005. His annual base salary rate has remained relatively constant between 2005 and 2007. As one of the largest stockholders in our company, Mr. Meland has relied more heavily on the potential long-term appreciation of his company equity for his compensation rather than on cash compensation paid by us.

Mr. Beyer, our new Vice President of Field Operations, joined us in February 2007. Under Mr. Beyer’s employment agreement, the Compensation Committee set Mr. Beyer’s annual base salary level for 2007 at $250,000. Our Compensation Committee directed management to use the information we obtained from our external compensation consultants in negotiating Mr. Beyer’s employment arrangements with us. Accordingly, the committee believes that Mr. Beyer’s annual base salary rate is competitive with similarly situated executives at our peer group of companies.

This excerpt taken from the DTLK DEF 14A filed Apr 4, 2006.

Base Salary

 

The Company targets base salaries at the median level for similar data storage companies. The Committee reviews salaries for executive officers on an annual basis. The Committee may approve changes based on the individual’s performance or a change in competitive pay levels in the marketplace.

 

The Committee reviews with the Chief Executive Officer an annual salary plan for the Company’s executive officers (other than the Chief Executive Officer). The salary plan is modified as deemed appropriate and approved by the Committee. The annual salary plan is developed by the Company’s Chief Executive Officer based on publicly available information on organizations with similar characteristics and on performance judgments as to the past and expected future contributions of the individual executive. The Committee reviews and establishes the base salary of the Chief Executive Officer based on similar competitive compensation data and the Committee’s assessment of his past performance and its expectation as to his future contributions in directing the long-term success of the Company.

 

Mr. Meland was the Chief Executive Officer until December 2005 at which time he became Chairman of the Board. The Committee set the Mr. Meland’s base salary in 2005 at $251,866 which is a 3% increase over $244,530, which was the Chief Executive Officer’s base salary in 2004 and 2003. This reflects in part the financial results of the Company and the fact that Mr. Meland owns a significant percentage of the outstanding shares of the Company. The Committee believes that Mr. Meland’s compensation should be dependent on the Company’s financial performance. The Committee believes Mr. Meland’s salary to be at a competitive level for similar companies.

 

On December 5, 2005, Mr. Westling became Chief Executive Officer. Mr. Westling’s base salary is $262,500 as Chief Executive Officer. He is also entitled to receive a cash bonus based upon the achievement of certain business and financial milestones which for 2006 ranges from $13,225 to $198,372 upon the achievement of 80% to 150% of such milestones. The Committee believes that Mr. Westling’s compensation should be dependent on the Company’s financial performance. The Committee believes the base salary for Mr. Westling to be at a competitive level for similar companies.

 

This excerpt taken from the DTLK 8-K filed Mar 17, 2006.
Base Salary. Commencing on the date hereof, the base salary payable to the Executive shall be $190,000 per year, payable on a regular basis in accordance with the

 



 

Company’s standard payroll procedures but not less than semi-monthly. Such base salary will be subject to review and adjustment from time to time by the Company’s Compensation Committee (the “Compensation Committee”).

 

(b)          

This excerpt taken from the DTLK DEF 14A filed Mar 31, 2005.

Base Salary

 

The Company targets base salaries at the median level for similar data storage companies.  The Committee reviews salaries for executive officers on an annual basis.  The Committee may approve changes based on the individual’s performance or a change in competitive pay levels in the marketplace.

 

The Committee reviews with the Chief Executive Officer an annual salary plan for the Company’s executive officers (other than the Chief Executive Officer).  The salary plan is modified as deemed appropriate and approved by the Committee.  The annual salary plan is developed by the Company’s Chief Executive Officer based on publicly available information on organizations with similar characteristics and on performance judgments as to

 

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the past and expected future contributions of the individual executive.  The Committee reviews and establishes the base salary of the Chief Executive Officer based on similar competitive compensation data and the Committee’s assessment of his past performance and its expectation as to his future contributions in directing the long-term success of the Company.

 

The Committee set the Chief Executive Officer’s base salary in 2004 at $244,530 which is the same level as in 2003 and 2002. This reflects in part the financial results of the Company and the fact that Mr. Meland owns a significant percentage of the outstanding shares of the Company.  The Committee believes that Mr. Meland’s compensation should be dependent on the Company’s financial performance.  The Committee believes Mr. Meland’s salary to be at a competitive level for similar companies.

 

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