This excerpt taken from the GFN DEF 14A filed Oct 19, 2009.
Compensation Surveys. Each component of compensation we pay to our Named Executive Officers—salary, cash bonuses and stock options—is based generally on the Committee’s subjective assessment of each individual’s role and responsibilities. Consideration of market rates is an additional factor reviewed by the Committee in determining compensation levels; we do not “benchmark” or specifically target certain levels of compensation. For our executive officers, generally, we determine market compensation rates by reviewing public disclosures of compensation paid to senior executive officers by other companies of comparable size and market capitalization. In fiscal year 2009 the comparable companies reviewed were:
The Compensation Committee also bases its payment of base salary and annual bonuses for Named Executive Officers, other than the chief executive officer, on the attainment of objectives established by the Compensation Committee, based upon recommendations from Mr. Valenta. In establishing individual bonuses for senior executives, the Compensation Committee considers growth in the enterprise value, common stock price, EBITDA and other financial and corporate objectives, together with the executive officer’s contribution to the Company’s growth and profitability.
Compensation of Executives
The Compensation Committee sets the base salaries, bonus and equity compensation for the other Named Executive Officers after consideration of the recommendations prepared by Mr. Valenta with respect to the appropriate amounts to reward and incentivize each Named Executive Officer. Mr. Valenta used information relating to each executive officer’s responsibilities and achievements in accomplishing the corporate objectives set by the Compensation Committee for the previous year, his assessment of the individual performance of each Named Executive Officer and to recommend to the Compensation Committee the annual incentive bonuses for each of the other Named Executive Officers.
In June 2009, the Compensation Committee considered the achievement of the Company’s increased fiscal year 2009 revenues and EBITDA and the recommendations of Mr. Valenta with respect to the individual performance of the other Named Executive Officers. The Compensation Committee considered that during fiscal year 2009, the completion by the Named Executive Officers of certain strategic and operational initiatives and the oversight of the completion of the acquisition of Pac-Van and acquisitions by Royal Wolf. None of the Named Executive Officers received any bonus based upon the achievement of EBITDA goals.
In addition, following the failure of Royal Wolf to attain EBITDA targets for fiscal year 2009, Mr. Allan forfeited stock options to acquire 20,000 shares. Based on this review and consideration of Mr. Valenta’s recommendations, Mr. Valenta, at his own election, did not receive a bonus for fiscal year 2009, but he did receive an expense allowance of $25,000. Mr. Barrantes received his bonus based on his management of professional fees, cash flows and taxes and his timely and accurate filing of all public reporting of the Company. The specific objectives for the payment of Mr. Wilson's bonus included the standardization of legal agreements and the management of legal counsel. The specific objectives of Mr. Allan's bonus included the effective management of collections, inventory, the training of direct reports and the implementation of best practices. Based on this review and consideration of Mr. Valenta’s recommendations, Mr. Valenta, at his own election, did not receive a bonus for fiscal year 2009, but he did receive an expense allowance of $25,000. Following its assessment of their completion of strategic and operational initiatives, the Compensation Committee awarded cash bonuses for fiscal year 2009 to Mr. Barrantes of $45,000, to Mr. Wilson of $45,000 and to Mr. Allan of AUD$28,700.