Exide Technologies (XIDE)

 

The Committee adheres to the principal that base salary should represent a key component of a named executive officer’s total compensation. In order to hire and retain highly qualified candidates, the Committee generally sets base salaries for named executive officers at, or above, the prevailing median base salary of similarly situated executives based on market survey data. Base salaries for named executive officers are generally targeted between the 50th and 75th percentile of current market rates based on the market survey data. However, the Committee may set a named executive officer’s base salary above or below the median based on years of experience, current compensation, the scope of responsibility when compared to positions contained in market data and the Committee’s ability to target appropriate future base salary increases so that the named executive officer can achieve base salary between the 50th and 75th percentiles based on market survey data over a period of years.

 

The Committee establishes, and periodically modifies, if appropriate, each named executive officer’s base salary through an evaluation of several factors, including individual performance, current market conditions, years of experience, industry specific experience, national and local salaries for comparable positions (internally and externally), level of responsibility and the recommendations of the CEO and EVP-HR. Each year, the Committee, based, in part, on the review of information obtained from its independent compensation consultant and the CEO and EVP-HR’s recommendation, reviews and modifies, as it deems appropriate, the base salaries for the Company’s named executive officers other than the CEO. The CEO’s base salary for fiscal years 2009 and 2010 were set pursuant to the terms of his Amended and Restated Employment Agreement. In conjunction with evaluations submitted by Board members, the Committee reviews and may recommend additional increases in Mr. Ulsh’s base salary. Any such recommendations regarding the CEO’s base salary must be approved by the Board.

 

As disclosed in the 2008 proxy statement, the Committee approved an increase in Mitchell S. Bregman’s base salary from $320,000 to $332,800, effective June 1, 2008. Additionally, on September 8, 2008, the Committee increased Edward J. O’Leary’s base salary to $550,000 from $485,000 and, on November 3, 2008,

 

The Committee adheres to the principal that base salary should represent a key component of a named executive officer’s total compensation. In order to hire and retain highly qualified candidates, the Committee generally sets base salaries for named executive officers at or above the prevailing median base salary of similarly situated executives based on market survey data. The market survey data reports are often customized based on a variety of factors including the following: type of industry; global geographic scope; headcount; and revenues. Consequently, base salaries for named executive officers are generally targeted between the 50th and 75th percentile of current market rates based on market survey data. However, the Committee may set a named executive officer’s base salary below the median based on years of experience, current compensation, the scope of responsibility when compared to positions contained in market data and the Committee’s ability to target appropriate future base salary increases so that the named executive officer can achieve base salary between the 50th and 75th percentiles based on market survey data over a period of years.

 

The Committee establishes, and subsequently modifies, each named executive officer’s base salary through an evaluation of several factors, including individual performance, current market conditions, years of experience, industry specific experience, national and local salaries for comparable positions (internally and externally), level of responsibility and the recommendations of the CEO and EVP-HR. Each year, the Committee, based, in part, on the review of information obtained from its independent compensation consultant and the CEO and EVP-HR’s recommendation, reviews and modifies, as deemed appropriate, the base salaries for the Company’s named executive officers other than the CEO. In conjunction with evaluations submitted by Board members, the Committee reviews and modifies, as deemed appropriate, the base salary for the CEO, and recommends to the Board any proposed change to the CEO’s base salary.

 

In December 2007, the Committee reviewed Mr. Ulsh’s expiring employment agreement. Based on prior performance evaluations, the Company’s financial performance since Mr. Ulsh’s retention in April 2005 and market data provided by its independent compensation consultant, the Committee recommended an increase in Mr. Ulsh’s base salary as part of a proposed amended employment agreement. On January 30, 2008, the Board approved an amended and restated employment agreement (the “Amended Agreement”), which increased Mr. Ulsh’s base salary from $900,000 to $950,000 effective April 1, 2008, placing him at the 75th percentile when compared to chief executive officers within the Company’s peer group. Mr. Ulsh’s salary will increase to $1,000,000, effective April 1, 2009. The Committee and Board determined that Mr. Ulsh’s base salary, when compared to the salaries of the Company’s other named executive officers, appropriately reflects his greater global responsibilities for the Company’s operational and strategic oversight.

 

Two adjustments were also made to Edward J. O’Leary’s base salary during fiscal 2008. Mr. O’Leary’s base salary was increased from $325,000 to $375,000, effective May 1, 2007, while he was serving as President — Transportation Americas, in recognition of the significant improvement in the division’s performance during the prior fiscal year and placed him between the 50th and 75th percentiles when compared to market survey data. Upon his appointment as Chief Operating Officer (“COO”) on August 22, 2007, Mr. O’Leary’s base salary was increased to $485,000 to reflect the additional responsibilities. While Mr. O’Leary’s total compensation places him between the 50th and 75th percentiles based on market survey data, Mr. O’Leary’s base salary is slightly below the 50th percentile based on market survey data.

 

The Committee adheres to the principal that base salary should represent a key component of an executive officer’s total compensation. In order to hire and retain highly qualified candidates, the Committee generally sets base salaries for its executive officers above the prevailing median of similarly situated executives. Consequently, base salaries for executive officers are generally established between the 50th and 75th percentile of current market rates.

 

The Committee establishes, and subsequently modifies, each executive officer’s base salary based on several factors, including individual performance, current market conditions, years of experience, industry specific experience, national and local salaries for comparable positions (internally and externally) and level of responsibility. Each year, the Committee, based, in part, on review with its independent outside consultant and the CEO’s recommendation, reviews the base salaries for the Company’s executive officers other than the CEO. In conjunction with evaluations submitted by Board members, the Committee reviews the base salary for the CEO, and makes recommendations to the Board regarding any proposed change to the CEO’s salary.

 

During fiscal 2007, as a result of the Company’s operational performance and constrained liquidity, only a limited number of the named executive officers received annual increases in their base salary. These increases were generally due to a change in position or responsibility or a material misalignment with competitive market data. An individual adjustment was made for Mitchell S. Bregman, President—Industrial Energy North America, whose base salary was increased from $288,000 to $320,000, effective April 1, 2006.

 

On March 22, 2007, the Committee reviewed Mr. Ulsh’s base salary. Based on a review of market data and peer group analysis, as well as the Board’s assessment of Mr. Ulsh’s performance, the Committee recommended to the Board, and the Board approved, an increase in Mr. Ulsh’s base salary from $800,000 to $900,000. The Committee also reviewed and increased the base salary for Edward J. O’Leary, President—Transportation Americas, from $325,000 to $375,000. Both salary increases took effect May 1, 2007. Additionally, the base salary for Francis M. Corby, Jr., the Company’s Executive Vice President and Chief Financial Officer, was increased from $400,000 to $450,000, effective March 1, 2007, pursuant to the terms of his employment agreement.