GVHR » Topics » Long-Term Incentives

These excerpts taken from the GVHR 10-K filed Apr 30, 2009.

Long-Term Incentives

 

In furthering our goal of aligning the interests of our named executive officers with the long-term interests of our shareholders, we provide long-term incentives (“LTI”) in the form of equity awards. We believe this encourages our named executive officers to act as equity owners. In other words, we reward continued progression in terms of stock performance.

 

Long-Term Incentives



 



In furthering
our goal of aligning the interests of our named executive officers with the
long-term interests of our shareholders, we provide long-term incentives (“LTI”)
in the form of equity awards. We believe this encourages our named executive
officers to act as equity owners. In other words, we reward continued
progression in terms of stock performance.



 



This excerpt taken from the GVHR DEF 14A filed Apr 17, 2008.

Long-Term Incentives

        In furthering our goal of aligning the interests of our named executive officers with the long-term interests of our shareholders, we provide long-term incentives in the form of equity awards. We believe this encourages our named executive officers to act as equity owners. In other words, we reward continued progression in terms of stock performance.

This excerpt taken from the GVHR DEF 14A filed Apr 12, 2007.
Long-Term Incentives
 
In furthering our goal of alignment between our named executive officers and our shareholders in pursuing our long-term success, we also provide long-term incentives in the form of equity awards to our named executive officers. We believe this encourages our named executive officers to act as equity owners. In other words, we reward continued progression in terms of stock performance.
 
All equity grants are made at the time that the Committee determines awards for the prior year’s service, which typically occurs at its regularly scheduled meeting in February or March of each year. The authority to grant all stock option and other equity based awards to employees under our stock option and equity incentive plans is reserved to the Committee, and the Committee does not delegate its authority, except that the Committee has established guidelines for equity grants to newly hired colleagues at the vice president level, granted as an inducement to employment. These guidelines are reviewed by the Committee annually. The Committee does not time the award of equity grants based on the release of material non-public information. While prior year equity grants were made in the form of options, the Committee intends to use other available forms of awards, as may be available under the applicable shareholder-approved plans. For 2008 awards, the Committee anticipates that some equity grants will be made in the form of restricted shares. All awards are granted under the terms of shareholder-approved plans (see Equity Compensation Plan information below). These awards are time vested, vesting at the


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rate of 25% per year from the date of grant, and the exercise price of each option will equal the market price of our common stock at the close of trading on the date of grant, or previous close of trading, if the market is closed on the date of grant. We believe options and/or restricted shares, as opposed to other types of equity awards available under our equity incentive plans, are the appropriate vehicles for these awards because of the direct connection to shareholder value represented by these types of awards, and the readily observable value of the award to our shareholders and others. In addition, the multi-year vesting nature of the grants helps us retain our named executive officers.
 
Long-term incentives make up between approximately 37% to 46% of each named executive officers’ total pay mix, which the Committee believes is an appropriate portion of total pay. The value of the long-term incentive awards have previously been determined as a percentage relative to base pay, and then converted to actual awards using a Black-Scholes valuation.
 
In making its long-term incentive award determinations, the Committee considers the performance of each named executive officer in achieving objectives that support the long-term performance of our business, as well as an evaluation of the potential for the named executive officer’s future contribution to the long-term success of our business. Additionally, for 2006, the CEO was evaluated in terms of our overall financial performance and organic top line growth. Because Mr. Collins and Mr. Benz received initial equity grants related to their initial employment during the course of 2006, they were not considered for additional grants. In making its 2006 equity incentive awards, the Committee considered the long-term outlook of our business, and the potential value of the business to shareholders if the named executive officers can deliver on the initiatives as planned. The awards, approved by the Committee on April 10, 2007, were:
 
                         
                2006 Actual
 
          2006 Target
    Long-term Incentive
 
    2006 Target as % of
    Long-term Incentive
    Award Granted in
 
Named Executive Officer
  Base Salary     Award     2007  
 
Erik Vonk, Chairman and CEO
    200 %   $ 1,300,000       132,075  
Peter C. Grabowski, SVP, National Sales and Field Service Operations/Chief Financial Officer
    85 %   $ 297,500       26,415  
Clifford M. Sladnick, SVP and Chief Administrative Officer
    100 %   $ 350,000       26,415  
Michael J. Collins, SVP and Chief Marketing Officer
                 
Paul E. Benz, SVP, Shared Services and Chief Information Officer
                 
Roy C. King, Former President and Chief Operating Officer
    120 %   $ 498,000        
Lisa J. Harris, Former SVP and Chief Technology Officer
    100 %   $ 360,000        
Sal J. Uglietta, Former SVP, Benefits and Insurance Programs
    100 %   $ 345,000        
 
In accordance with SEC rules, the equity awards listed above that were granted in 2007 will appear in next year’s Grants of Plan Based Awards table.
 
No long-term incentive awards were made to Messrs. King, Uglietta or Ms. Harris due to their departures over the course of 2006.
 
For 2007, the Committee has reconfirmed its philosophy that long-term incentives should be used to drive achievement of objectives that will sustain our business and build shareholder value, aligning the named executive officers’ interests with those of the shareholders. Each named executive officer will be reviewed for long-term incentive awards in 2007 on the progress toward a shift in our business model from current state to a primarily de-coemployed business model. In addition, each named executive officer will be evaluated on his stewardship of the


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resources that support this shift, while the CEO will be evaluated on his stewardship of executive resources. The Committee retains full discretion in the area of long-term incentive awards.
 
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