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This excerpt taken from the HAS DEF 14A filed Apr 17, 2006. Management
Incentive Bonus Awards
Approximately 1,200, or 20%, of the Companys employees,
including all of the Companys executive officers, were
awarded management incentive bonuses with respect to fiscal
2005. Management incentive bonus awards for the Companys
executive officers were determined under two programs for fiscal
2005.
The management incentive bonus eligibility of Alfred J.
Verrecchia, Frank P. Bifulco, Jr., Brian Goldner,
Alan G. Hassenfeld and E. David Wilson was determined
pursuant to the Companys 2004 Senior Management Annual
Performance Plan (the Annual Performance Plan).
Under the Annual Performance Plan, the Committee designated
fiscal 2005 corporate and business unit performance goals for
the Company at the beginning of the fiscal year. These
performance goals were based on the 2005 operating plan and
budgets approved by the Companys
Table of Contents
Board of Directors and were the same performance criteria used
for the Companys other bonus eligible employees as well.
The setting of performance goals involved both selecting the
performance metrics that would be used to evaluate bonus
eligibility and establishing the performance targets for each of
those metrics. The Committee used four performance metrics to
measure corporate performance in 2005. The four corporate
performance criteria were total net revenues, net revenues
attributable to identified core brand drivers, operating margin
and free cash flow.
The Committee selected these four performance metrics to capture
the most important aspects of the top and bottom line
performance of the Company, in the form of sales, profitability
and cash generation.
Business unit performance objectives were based on the first
three of these criteria, namely total net revenues, net revenues
attributable to identified core brand drivers and operating
margin. Free cash flow is not used as a business unit
performance objective because its computation can only occur for
the Company at the corporate level.
In addition to establishing the performance criteria and target
performance objectives for each such criteria, at the beginning
of 2005 the Committee also established target bonus awards and
maximum awards for each participant in the Annual Performance
Plan corresponding with various levels of performance against
the designated corporate and business unit objectives.
For Mr. Verrecchia and Mr. Hassenfeld, management
incentive bonuses for 2005 were weighted 100% for corporate
performance against the four corporate performance targets
listed above. For Mr. Bifulco, Mr. Goldner and
Mr. Wilson, who had business unit responsibility, bonuses
were weighted 40% for corporate performance against the four
corporate targets, and 60% for business unit performance, which
consisted not only of the performance of the Companys U.S.
Toys and Games segments as applicable to the individual
executive, but also of the performance of other business units
being overseen by Mr. Goldner and Mr. Wilson, against the
three business unit objectives.
The ultimate management incentive bonus paid with respect to
2005 was a function of the percentage of the performance goals
achieved, with the Committee reserving the right to lower the
bonus paid in its sole discretion in each case. The Summary
Compensation Table that follows this report includes the
management incentive bonus awarded to each of the Companys
named executive officers for fiscal 2005.
For fiscal 2005, Mr. Goldner, Mr. Hassenfeld and
Mr. Wilson were awarded management incentive bonuses in the
amount of $800,000, $107,200 and $290,000, respectively. The
Companys performance in 2005 represented approximately
107% achievement of the corporate performance goals under the
Annual Performance Plan. The weighted achievement of all target
corporate objectives, U.S. Toy segment objectives and
objectives of the other areas of the Companys business
overseen by Mr. Goldner in 2005 was approximately 128%. The
weighted achievement of all target corporate objectives, Games
segment objectives and objectives of the other areas of the
Companys business overseen by Mr. Wilson was
approximately 66%.
With respect to executive officers other than
Mr. Verrecchia, Mr. Bifulco, Mr. Goldner,
Mr. Hassenfeld and Mr. Wilson, target bonuses in
fiscal 2005 were determined pursuant to the Companys 2005
Management Incentive Plan (MIP). The same corporate performance
criteria and targets that were used under the Annual Performance
Plan were used under the MIP for fiscal 2005. The bonuses under
the MIP for the remaining executive officers, all of whom are
deemed to have corporate-wide responsibility, were based 100% on
corporate performance, with such corporate performance
representing approximately 107% achievement of the performance
targets. In all cases, the bonuses earned under the MIP could be
subject to adjustment downward to as low as 0% and upward by a
factor of up to an additional 50%, based on individual
performance against specified individual management objectives
under the MIP. In all cases, the bonuses for performance under
the MIP were reviewed by the Committee and adjusted to reflect
the individual performance of the executive in question.
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