Exide Technologies (XIDE)

 

The Committee’s primary objective is to design and implement an executive compensation program that attracts, motivates and retains a strong leadership team, and that rewards named executive officers based upon achievement of the Company’s financial objectives and long-term stockholder value. A core strategy of the executive compensation program is to link each named executive officer’s compensation to the Company’s overall performance, the performance of the named executive officer’s division and the named executive officer’s individual performance. The Committee believes base salary should represent approximately one-third of a named executive officer’s total compensation. The Committee believes that performance-based compensation, including both short-term cash incentive and long-term equity incentive compensation, should represent approximately two-thirds of a named executive officer’s total compensation, because the emphasis on performance-based compensation encourages superior performance that also serves to retain key employees and better aligns executive compensation with the interests of the Company’s shareholders.

 

The elements of named executive officer compensation are based, in part, on Company objectives, as well as external competitive market analysis that uses a variety of sources, including compensation data compiled by Watson Wyatt. The Committee utilizes base salary, short-term cash incentive compensation and annual grants of long-term compensation, principally in the form of equity, to provide total annual compensation to our named executive officers that generally ranges between the 50th and 75th percentiles based on market survey data. Short-term cash incentive compensation, which typically provides a target payout between 50% and 125% of a named executive officer’s base salary and is generally set at the 50th percentile based on market survey data, is based on a combination of division and consolidated corporate results. The Committee believes payouts above the 50th percentile should reflect strong performance compared to the market. Similarly, long-term compensation, which typically provides a target value between 125% and 300% of a named executive officer’s base salary and is generally set at the 50th percentile based on market survey data, is based on performance of the Company’s common stock so as to align such compensation with overall stockholder value. The Committee believes payouts above the 50th percentile should reflect strong company performance and stock price appreciation. The Committee considers each named executive officer’s annual performance, scope of responsibility, relative position in the corporate structure and relevant market and peer group data in setting and periodically adjusting annual compensation. The Committee uses the same approach with regard to the Company’s other executives. Named executive officers receive benefits aligned with benefits received by other employees under company-sponsored plans. Perquisites are selectively utilized to support the named executive officer’s business needs and the Committee does not intend to meet peer company offerings.

 

The Committee’s primary objective is to design and implement an executive compensation program that attracts, motivates and retains a strong leadership team, and that rewards named executive officers based upon achievement of the Company’s financial objectives and long-term stockholder value. A core strategy of the executive compensation program is to link each named executive officer’s compensation to the Company’s overall performance, the performance of the named executive officer’s division and the performance of individual named executive officers. The Committee believes that performance-based compensation, including both short-term cash incentive and long-term equity incentive compensation, rather than base salary, should represent the largest portion of total compensation for the named executive officers.

 

The elements of named executive officer compensation are based, in part, on Company objectives, as well as external competitive market analysis that uses a variety of sources, including compensation data compiled by the independent compensation consultant. The Committee utilizes base salary, short-term cash incentive compensation and annual grants of long-term compensation, principally in the form of equity, to provide total annual compensation to our named executive officers that generally range between the 50th and 75th percentiles based on market survey data. Short-term cash incentive compensation, which typically provides a target payout between 50% and 125% of a named executive officer’s base salary, is based on a combination of division and consolidated corporate results. Similarly, long-term compensation, which typically provides a target value between 125% and 300% of a named executive officer’s base salary, is based on performance of the Company’s common stock so as to align such compensation with overall stockholder value. The Committee considers each named executive officer’s annual performance, scope of responsibility, relative position in the corporate structure and relevant market and peer group data in setting and periodically adjusting annual compensation. The Committee uses the same approach with regard to the Company’s other executives.

 

The Committee’s independent compensation consultant provides compensation data for named executive officers using general market data, as well as peer group data. The criteria for the selection of the peer group include industry, size (based on top line revenue and number of employees), and financial performance metrics. During fiscal 2008, the Committee evaluated the Company’s peer group and made a number of changes to reflect companies with median revenues and industry focus more closely aligned with the Company. Although included in the peer group, data from Dana Holding and Dura Automotive is often

 

The Committee’s primary objective is to design and implement an executive compensation program that attracts, motivates and retains a strong leadership team, and that rewards executives based upon achievement of the Company’s financial objectives and long-term shareholder value. A core strategy of the executive compensation program is to link compensation to the Company’s overall performance, the performance of its various divisions and the performance of individual executives.

 

The elements of executive officer compensation described below, are based, in part, on an external competitive market analysis that uses a variety of sources, including AON, Watson Wyatt, and Mercer compensation data, as well as Company objectives. The Committee also considers the executive officer’s scope of responsibility and relative position in the corporate structure.

 

AON provides annual compensation benchmarking for executives using general market data, as well as peer group data. The criteria for the selection of the peer group include industry, size (based on top line revenue and number of employees), and financial performance metrics. The peer group participants for fiscal 2007 are listed below:

 

Autoliv Inc. (NYSE:ALV)

Borg Warner Inc. (NYSE:BWA)

C&D Technologies Inc. (NYSE:CHP)

Dana Corporation (OTC:DCNAQ.PK)

Dura Automotive Systems (OTC:DRRAQ.PK)

Energizer Holdings Inc. (NYSE:ENR)

Enersys (NYSE:ENS)

Gentek Inc. (NASDAQ:GETI)

Hayes Lemmerz International Inc. (NASDAQ:HAYZ)

LKQ Corporation (NASDAQ:LKQX)

Modine Manufacturing Company (NYSE:MOD)

Spectrum Brands Inc. (NYSE:SPC)

Standard Motor Products (NYSE:SMP)

Superior Industries International, Inc. (NYSE:SUP)

Tenneco Automotive Inc. (NYSE:TEN)

Transport Technologies Industries Inc.

TRW Automotive Holdings Corporation (NYSE:TRW)

United Industrial Corporation (NYSE:UIC)

 

The Committee periodically reviews and evaluates, with its consultant, the appropriateness of the companies comprising the peer group.