GPRO » Topics » Determination of Compensation Awards

This excerpt taken from the GPRO DEF 14A filed Mar 31, 2009.
Determination of Compensation Awards
 
The Compensation Committee is provided with the authority to determine the compensation awards available to NEOs. In determining such awards, the Compensation Committee has relied on regular written reports provided by Compensia with respect to competitive practices and the amounts and nature of compensation paid to executive officers in a peer group of companies. Compensia has also provided advice to the Compensation Committee regarding, among other things, structuring the Company’s various compensation programs and determining the appropriate levels of salary, bonus and other awards payable to the Company’s executive officers. Based upon Compensia’s recommendations, the Company’s cash and stock-based incentive awards are weighted significantly towards variable components to ensure that total compensation reflects the overall success or failure of the Company, and to motivate executive officers to meet appropriate performance measures, thereby maximizing total return to stockholders.
 
In addition, to further aid the Compensation Committee in making its determinations, our CEO provides recommendations annually to the Compensation Committee regarding the compensation of all NEOs, excluding himself. Our CEO’s recommendations are guided by the results of his annual performance review of each NEO, at which time each NEO’s individual goals are assessed in light of overall corporate goals. In addition, each NEO provides input about his or her individual contributions to the Company’s success for the period being assessed.
 
This excerpt taken from the GPRO DEF 14A filed Apr 2, 2008.
Determination of Compensation Awards
 
The Compensation Committee is provided with the authority to determine the compensation awards available to NEOs. In determining such awards, the Compensation Committee has relied on written reports provided by Compensia with respect to competitive practices and the amounts and nature of compensation paid to executive


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officers in a peer group of companies. Compensia has also provided advice to the Compensation Committee regarding, among other things, structuring the Company’s various compensation programs and determining the appropriate levels of salary, bonus and other awards payable to the Company’s executive officers. Based upon Compensia’s recommendations, the Company’s cash and stock-based incentive awards are weighted significantly towards variable components to ensure that total compensation reflects the overall success or failure of the Company, and to motivate executive officers to meet appropriate performance measures, thereby maximizing total return to stockholders.
 
In addition, to further aid the Compensation Committee in making its determinations, the Chief Executive Officer provides recommendations annually to the Compensation Committee regarding the compensation of all NEOs, excluding himself. The Chief Executive Officer’s recommendations are guided by the results of the Chief Executive Officer’s annual performance review of each NEO, at which time each NEO’s individual goals are assessed in light of overall corporate goals. In addition, each NEO provides input about his or her individual contributions to the Company’s success for the period being assessed.
 
This excerpt taken from the GPRO DEF 14A filed Apr 26, 2007.
Determination of Compensation Awards
 
The Compensation Committee is provided with the authority to determine the compensation awards available to the NEOs. For fiscal year 2006, Compensia provided advice to the Compensation Committee with respect to competitive practices and the amounts and nature of compensation paid to executive officers in the Peer Group. Compensia also advised on, among other things, structuring the Company’s various compensation programs and determining the appropriate levels of salary, bonus and other awards payable to the Company’s executive officers. Based upon Compensia’s recommendations, the Company’s cash and stock-based incentive awards are weighted significantly towards variable components to ensure that total compensation reflects the overall success or failure of the Company, and to motivate executive officers to meet appropriate performance measures, thereby maximizing total return to stockholders.
 
The Compensation Committee does not rely solely on the results of the consultant’s study in assessing the competitive landscape for compensation. In addition, the Compensation Committee generally consults other surveys, such as the MEDIC and Radford surveys referenced above, which provide further data points and help the Compensation Committee to calibrate the findings of the compensation consultant.
 
Finally, to further aid the Compensation Committee in making its determinations, the Chief Executive Officer provides recommendations annually to the Compensation Committee regarding the compensation of all NEOs, excluding himself. The Chief Executive Officer’s recommendations are guided by the results of the Chief Executive Officer’s annual performance review of each NEO, at which time each NEO’s individual goals are assessed in light


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of overall corporate goals. In addition, each NEO provides input about his or her individual contributions to the Company’s success for the period being assessed.
 
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