This excerpt taken from the FDML DEF 14A filed Apr 16, 2009.
Messrs. Intrieri, Meister and Schechter are the current members of our compensation committee. From January 1, 2008 until his resignation from the board on February 25, 2008, Mr. Baciocco was a member of the committee at which time Mr. Schechter replaced him on the committee. Our compensation committee held six meetings during the fiscal year ended December 31, 2008. As discussed above under Director Independence and Controlled Company Status, our compensation committee does not satisfy NASDAQs corporate governance requirements applicable to compensation committees of non-controlled companies and is not comprised of independent directors.
For further information about our processes and procedures for the consideration and determination of executive and director compensation, please see Summary of Director Compensation and Compensation Discussion and Analysis, below.