GVHR » Topics » The Role of our CEO in Setting Executive Compensation

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

The Role of our CEO in Setting Executive Compensation

        Because of our CEO's leadership role in managing our named executive officers and his in-depth knowledge of our business and its performance, we feel it is important for the CEO to have a role in setting the annual incentive plan design and performance goals for our named executive officers and determining their rewards for the prior year's performance. The Committee's charter formalizes this role. The CEO is invited to present his recommendations to the Committee at the meeting where these matters are considered, which typically occurs in February or March of each year. The CEO generally provides an overview of the business from his vantage point, including a review of the individual contributions of each other named executive officer of our business. The CEO also provides input with respect to the earned rewards for the other named executive officers, which he provides in the context of our prior year performance and our plans for the coming year. The CEO then participates in the Committee's discussions of his recommendations with respect to the other named executive officers. We believe that the discussions between the CEO and the Committee are an important piece of the

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evaluative process in which the Committee engages. The CEO, however, does not participate in the Committee's discussions in which they consider and set his compensation. No other named executive officer participates in the compensation decision-making process.

        Mr. Vonk participated in these meetings and provided his thoughts and recommendations through his departure from the Company in October 2007, including those meetings that considered 2006 annual awards and 2007 annual incentive plan design.

        Because the CEO resigned over the course of 2007, the Committee invited Mr. Lavington to participate in providing recommendations to the Committee during its considerations of 2007 annual awards and 2008 annual incentive plan designs, in light of his assumption of a greater oversight role with the Company during the third and fourth quarters of 2007 at the request, and on behalf, of our board. For a discussion of the additional oversight roles Mr. Lavington performs on behalf of our board, see "Mr. Lavington's Additional Board Fees."

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