INFI » Topics » Compensation Committee

This excerpt taken from the INFI DEF 14A filed Apr 30, 2009.

Compensation Committee

Our Compensation Committee, among other things, provides recommendations to the board regarding our compensation programs, and has the following principal duties:

 

   

reviewing and approving, or making recommendations to the board with respect to, the compensation of our Chief Executive Officer and our other executive officers;

 

   

overseeing an evaluation of our executive officers;

 

   

overseeing and administering our incentive-compensation and equity-based plans that are subject to approval by the board;

 

   

reviewing and making recommendations to the board with respect to director compensation;

 

   

reviewing, discussing with management and recommending to the board the Compensation Discussion and Analysis required by SEC rules (which is included beginning on page 19 of this proxy statement); and

 

   

preparing the Compensation Committee report required by SEC rules (which is included on page 35 of this proxy statement).

The Compensation Committee is authorized to retain advisors and consultants, including advisors and consultants to assist in the evaluation of executive compensation, and to compensate them for their services. The Compensation Committee has a charter, which is available on our website, www.infi.com.

The current members of the Compensation Committee are Drs. Sato (Chair) and Moss and Mr. Babler. Our board has determined that each of Drs. Sato and Moss and Mr. Babler is independent as defined under the applicable NASDAQ rules. The Compensation Committee held six meetings during Fiscal 2008. See “Compensation of Executive Officers and Directors—Compensation Committee Report” below.

 

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This excerpt taken from the INFI DEF 14A filed Apr 10, 2008.

Compensation Committee

Our Compensation Committee, among other things, provides recommendations to the board regarding our compensation programs, and has the following principal duties:

 

   

reviewing and approving, or making recommendations to the board with respect to, the compensation of our Chief Executive Officer and our other executive officers;

 

   

overseeing an evaluation of our senior executives;

 

   

overseeing and administering our incentive-compensation and equity-based plans that are subject to approval by the board;

 

   

reviewing and making recommendations to the board with respect to director compensation;

 

   

reviewing, discussing with management and recommending to the board the Compensation Discussion and Analysis required by SEC rules (which is included on page 19 of this proxy statement); and

 

   

preparing the Compensation Committee report required by SEC rules (which is included on page 34 of this proxy statement).

The Compensation Committee is authorized to retain advisors and consultants, including advisors and consultants to assist in the evaluation of executive compensation, and to compensate them for their services. The Compensation Committee has a charter, which is available on our website, www.infi.com.

The current members of the Compensation Committee are Drs. Evnin (Chair), Hixson and Moss. Our board has determined that each of Drs. Evnin, Hixson and Moss is independent as defined under the applicable Nasdaq rules. The Compensation Committee held nine meetings during Fiscal 2007. See “Compensation of Executive Officers and Directors—Compensation Committee Report” below.

 

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This excerpt taken from the INFI DEF 14A filed Apr 18, 2007.

Compensation Committee

Our Compensation Committee, among other things, provides recommendations to the board regarding our compensation programs, and has the following principal duties:

 

   

reviewing and approving, or making recommendations to the board with respect to, the compensation of our Chief Executive Officer and our other executive officers;

 

   

overseeing an evaluation of our senior executives;

 

   

overseeing and administering our incentive-compensation and equity-based plans that are subject to approval by the board;

 

   

reviewing and making recommendations to the board with respect to director compensation;

 

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reviewing, discussing with management and recommending to the board the Compensation Discussion and Analysis required by SEC rules (which is included on page 24 of this proxy statement); and

 

   

preparing the Compensation Committee report required by SEC rules (which is included on page 42 of this proxy statement).

The current members of the Compensation Committee are Dr. Evnin (Chair), Mr. Lee and Dr. Moss. Our board has determined that each of Dr. Evnin, Mr. Lee and Dr. Moss is independent as defined under the applicable Nasdaq rules. During Fiscal 2006, Dr. Moss was not independent, as defined under applicable Nasdaq rules, because he was employed by Old Infinity in 2003. In connection with the closing of the merger, our board of directors determined that Dr. Moss’s membership on the compensation committee was in the best interest of Infinity and its stockholders based on his individual qualifications and his membership on the board of directors of Old Infinity.

Prior to the closing of the merger, the members of the Compensation Committee of the board of directors of DPI were Dr. Lewis (Chairman), Sir Dollery and Dr. Hixson.

The Compensation Committee held nine meetings during 2006.

The Compensation Committee is authorized to retain advisors and consultants and to compensate them for their services.

This excerpt taken from the INFI DEF 14A filed Apr 6, 2006.
The Compensation Committee determines the salaries of management employees and benefits for the Company’s employees, consultants, directors and other individuals compensated by the Company. The Compensation Committee also administers the Company’s stock option and stock purchase plans. The current members of the Compensation Committee are Dr. Lewis (Chairman), Sir Dollery and Dr. Hixson, each of who is independent as defined under Rule 4200(a)(15) of the applicable Nasdaq listing standards. The Compensation Committee held three meetings during the fiscal year ended December 31, 2005.

 

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