BOOM » Topics » Compensation of the Other Named Executive Officers.

This excerpt taken from the BOOM DEF 14A filed Apr 24, 2009.

Compensation of the Other Named Executive Officers.

            Richard A. Santa—Senior Vice President, Chief Financial Officer and Secretary.

            Base Salary.    For 2008, Mr. Santa's base salary was $275,000. At its December 9, 2008 meeting, the Compensation Committee increased Mr. Santa's base salary, effective January 1, 2009, to $284,625 (a 3.5% increase). As with the Chief Executive Officer, this adjustment was based largely on an assessment of Mr. Santa's responsibilities, publicly available information about salaries of executives with similar responsibilities in companies of comparable size and scope, and the assessment of the Compensation Committee and the full Board of his overall performance and contributions to the Company.

            Annual Bonus.    We paid Mr. Santa a total bonus of $283,278 for his performance in 2008. This bonus was comprised of two components; a non-discretionary bonus, and a discretionary bonus determined at the discretion of the Compensation Committee. Mr. Santa's 2008 annual incentive opportunity bonus was $240,680, which is 1.0% of our annual consolidated net income for the year. The Compensation Committee awarded a discretionary bonus of $42,598, which represented 15.5% (out of a possible 20% maximum target) of Mr. Santa's salary. The Compensation Committee determined the amount of this discretionary bonus based on how well the Committee believed Mr. Santa achieved important non-quantitative corporate goals related to earnings quality and risk management, budget performance, overhead and capital management, corporate growth and board relations.

            Mr. Santa's annual non-discretionary bonus incentive opportunity for 2009 is an amount equal to 1.0% of our annual consolidated net income for the year up to an amount equal to 125% of Mr. Santa's base salary and thereafter 0.5% of the Company's annual net income, plus up to another 20% of salary if, in the opinion of the Compensation Committee and the Board and at its sole discretion, he achieves certain other important corporate goals described above.

            Long-Term Incentives.    We granted Mr. Santa restricted stock awards of 6,000 shares and 10,000 shares on January 9, 2008 and December 10, 2008, respectively. These restricted stock grants vest annually in equal installments over three years. The grants reflect (i) our view of the value of Mr. Santa's long-term contribution to, and leadership of the Company, (ii) the Compensation Committee's and the Board's desire to retain Mr. Santa and foster his desire to exceed their expectations, and (iii) competitive marketplace practices.

            We also granted Mr. Santa 25,000 shares of restricted stock on January 9, 2008, under the new SERP which will vest over five years. Additional information regarding the SERP is contained in the sections of this proxy statement entitled "Compensation Discussion and Analysis—Primary Elements of Our Executive Compensation Program—Long-Term Incentives and Retirement Benefits" and "Grants of Plan-Based Awards in Fiscal Year-End 2008."

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            John G. Banker—Senior Vice President, Customers and Technology.

            Base Salary.    For 2008, Mr. Banker's base salary was $275,000. At its December 9, 2008 meeting, the Compensation Committee increased Mr. Banker's base salary effective January 1, 2009, to $284,625 (a 3.5% increase). As with the Chief Executive Officer, this adjustment was based largely on an assessment of Mr. Banker's responsibilities, publicly available information about salaries of executives with similar responsibilities in companies of comparable size and scope, and the assessment of the Compensation Committee and the full Board of his overall performance and contributions to the Company.

            Annual Bonus.    We paid Mr. Banker a total bonus of $286,853 for his performance in 2008. This bonus was comprised of two components; a non-discretionary bonus, and a discretionary bonus determined at the discretion of the Compensation Committee. Mr. Banker's 2008 annual incentive opportunity bonus was $240,680, which is 1.0% of our annual consolidated net income for the year. The Compensation Committee awarded a discretionary bonus of $46,173, which represented 17% (out of a possible 20% maximum target) of Mr. Banker's salary. The Compensation Committee determined the amount of this discretionary bonus based on how well the Committee believed Mr. Banker achieved important non-quantitative corporate goals related to budget performance, capital and overhead management, safety, quality control, research and development, corporate growth, succession planning and board relations.

            Mr. Banker's annual non-discretionary bonus incentive opportunity for 2009 is an amount equal to 1.0% of our annual consolidated net income for the year up to an amount equal to 125% of Mr. Banker's base salary and thereafter 0.5% of the Company's annual net income, plus up to another 20% of salary if, in the opinion of the Compensation Committee and the Board and in its sole discretion, he achieves certain other important corporate goals cited above.

            Long-Term Incentives.    We granted Mr. Banker restricted stock awards of 6,000 shares and 10,000 shares on January 9, 2008 and December 10, 2008, respectively. These restricted stock grants vest annually in equal installments over three years. The grants reflect (i) our view of the value of Mr. Banker's long-term contribution to, and leadership of the Company, (ii) the Compensation Committee's and the Board's desire to retain Mr. Banker and foster his desire to exceed their expectations, and (iii) competitive marketplace practices.

            We also granted Mr. Banker 30,000 shares of restricted stock on January 9, 2008, under the new SERP which will vest over five years. Additional information regarding the SERP is contained in the sections of this proxy statement entitled "Compensation Discussion and Analysis—Primary Elements of Our Executive Compensation Program—Long-Term Incentives and Retirement Benefits" and "Grants of Plan-Based Awards in Fiscal Year-End 2008."

This excerpt taken from the BOOM DEF 14A filed Apr 30, 2008.

Compensation of the Other Named Executive Officers.

            Richard A. Santa—Senior Vice President, Chief Financial Officer and Secretary.

            Base Salary.    For 2007, Mr. Santa's base salary was $250,000. At its January 9, 2008, meeting, the Compensation Committee increased Mr. Santa's base salary, effective January 1, 2008, to $275,000. As with the Chief Executive Officer, this adjustment was based largely on an assessment of Mr. Santa's responsibilities, publicly available information about salaries of executives with similar responsibilities in companies of comparable size and scope, and the assessment of the Compensation Committee and the full Board of his overall performance and contributions to the Company.

            Annual Bonus.    We paid Mr. Santa a total bonus of $388,367 for his performance in 2007. This bonus was comprised of two components; a non-discretionary bonus, and a discretionary bonus determined at the discretion of the Compensation Committee. Mr. Santa's 2007 annual incentive opportunity bonus was $245,867, which is 1.0% of our annual consolidated net income for the year. The Compensation Committee awarded a discretionary bonus of $42,500, which represented 17% (out of a possible 20%) of Mr. Santa's salary. The Compensation Committee determined the amount of this discretionary bonus based on how well the Committee believed Mr. Santa achieved important non-quantitative corporate goals related to earnings quality and risk management, budget performance, overhead and capital management, corporate growth and board relations. In addition, Mr. Santa received a $100,000 bonus for the successful completion of our recent DYNAenergetics acquisition.

            Mr. Santa's annual non-discretionary bonus incentive opportunity for 2008 is 1.0% of our annual consolidated net income, plus up to another 20% of salary if, in the opinion of the Compensation Committee and the Board and at its sole discretion, he achieves certain other important corporate goals described above.

            Long-Term Incentives.    We granted Mr. Santa 6,000 shares of restricted stock in 2007 and granted him an additional 6,000 shares of restricted stock on January 9, 2008. These restricted stock grants vest in equal annual installments over three years. The grants reflect (i) our view of the value of Mr. Santa's long-term contribution to, and leadership of the Company, (ii) the Compensation Committee's and the Board's desire to retain Mr. Santa and foster his desire to exceed their expectations, and (iii) competitive marketplace practices.

            We also granted Mr. Santa 25,000 shares of restricted stock on January 9, 2008, under the new SERP which will vest over five years. Additional information regarding the SERP is contained in the

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    sections of this proxy statement entitled "Compensation Discussion and Analysis—Primary Elements of Our Executive Compensation Program—Long-Term Incentives and Retirement Benefits" and "Grants of Plan-Based Awards in Fiscal Year-End 2007."

            John G. Banker—Senior Vice President, Customers and Technology.

            Base Salary.    For 2007, Mr. Banker's base salary was $250,000. At its January 8, 2008, meeting, the Compensation Committee increased, effective January 1, 2008, Mr. Banker's base salary to $275,000. As with the Chief Executive Officer, this adjustment was based largely on an assessment of Mr. Banker's responsibilities, publicly available information about salaries of executives with similar responsibilities in companies of comparable size and scope, and the assessment of the Compensation Committee and the full Board of his overall performance and contributions to the Company.

            Annual Bonus.    We paid Mr. Banker a total bonus of $342,117 for his performance in 2007. This bonus was comprised of two components; a non-discretionary bonus, and a discretionary bonus determined at the discretion of the Compensation Committee. Mr. Banker's 2007 annual incentive opportunity bonus was $245,867, which is 1.0% of our annual consolidated net income for the year. The Compensation Committee awarded a discretionary bonus of $46,250, which represented 18.5% (out of a possible 20%) of Mr. Banker's salary. The Compensation Committee determined the amount of this discretionary bonus based on how well the Committee believed Mr. Banker achieved important non-quantitative corporate goals related to budget performance, capital and overhead management, safety, quality control, research and development, corporate growth, succession planning and board relations. In addition, Mr. Banker received a $50,000 bonus for the successful completion of our recent DYNAenergetics acquisition.

            Mr. Banker's annual non-discretionary bonus incentive opportunity for 2008 is 1.0% of our annual consolidated net income, plus up to another 20% of salary if, in the opinion of the Compensation Committee and the Board and in its sole discretion, he achieves certain other important corporate goals cited above.

            Long-Term Incentives.    We granted Mr. Banker 6,000 shares of restricted stock in 2007 and granted him an additional 6,000 shares of restricted stock on January 9, 2008. These restricted stock grants vest in equal annual installments over three years. The grants reflect (i) our view of the value of Mr. Banker's long-term contribution to, and leadership of the Company, (ii) the Compensation Committee's and the Board's desire to retain Mr. Banker and foster his desire to exceed their expectations, and (iii) competitive marketplace practices.

            We also granted Mr. Banker 30,000 shares of restricted stock on January 9, 2008, under the new SERP which will vest over five years. Additional information regarding the SERP is contained in the sections of this proxy statement entitled "Compensation Discussion and Analysis—Primary Elements of Our Executive Compensation Program—Long-Term Incentives and Retirement Benefits" and "Grants of Plan-Based Awards in Fiscal Year-End 2007."

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