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IPHS » Topics » Compensation Committee

This excerpt taken from the IPHS DEF 14A filed Apr 28, 2008.

Compensation Committee

The Compensation Committee (in this section, the “Committee”) has a written charter adopted by the Board, which is available on the Company’s website (www.innophos.com) by clicking “Investor Relations,” then “Corporate Governance,” and then “Documents and Charters.” The charter describes the Committee’s primary purpose and responsibilities as:

 

  •  

developing and recommending to the Board for its approval the goals and objectives relevant to the Chief Executive Officer’s compensation;

 

  •  

evaluating the Chief Executive Officer’s performance and advising and recommending to the Board for its approval the Chief Executive Officer’s compensation level;

 

  •  

screening and recommending to the Board individuals qualified to become Chief Executive Officer of the Company;

 

  •  

establishing total compensation for the Board and recommending to the Board for its approval total compensation for senior executives, including oversight of executive benefit plans; and

 

  •  

producing the Compensation Committee Report on Executive Compensation and reviewing the Company’s compensation discussion and analysis disclosures required to be included in the Company’s SEC filings.

The charter gives the Committee the following duties and responsibilities to fulfill its purposes:

 

  •  

establishing the total compensation for the directors of the Company;

 

  •  

reviewing and approving the goals and objectives relevant to the Chief Executive Officer’s compensation, evaluating the Chief Executive Officer’s performance in light of those goals and objectives and recommending to the Board for its approval the Chief Executive Officer’s compensation level based on this evaluation;

 

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  •  

developing and reviewing periodically succession plans of the Chief Executive Officer, and screening and recommending to the Board candidate(s) for Chief Executive Officer;

 

  •  

reviewing and approving employment agreements, severance agreements or change of control agreements between the Company and its executive officers, within criteria approved by the Board;

 

  •  

reviewing and approving the design of benefit plans that pertain to directors, the Chief Executive Officer and other executive officers who report directly to the Chief Executive Officer;

 

  •  

reviewing and recommending to the Board for its approval changes to or adoption of retirement plans of the Company and approving all plan related administrative matters, including the naming of fiduciaries and establishment and adherence to funding guidelines, including matching contributions;

 

  •  

reviewing and recommending for approval by the Board the creation and/or revision of incentive compensation plans and equity-based plans affecting Company officers and making grants under them;

 

  •  

approving the parameters of overall compensation policy throughout the entire Company;

 

  •  

producing all reports on executive compensation required on behalf of the Committee or the Board, reviewing all other compensation discussion and analysis disclosure materials produced by the Company and required to be included in the Company’s public filings, and generally overseeing compliance with the compensation reporting requirements of the SEC; and

 

  •  

administering all plans entitled to exemption under Rule 16b-3 of the Securities Exchange Act of 1934 in accordance with the requirements of that rule.

The Committee regularly consults with external, independent consultants that advise the Committee on compensation issues. During the first half of 2007, the Committee had engaged the services of The Hay Group. During that time, The Hay Group provided market data relating to the Chief Executive Officer, or CEO, and senior management base salary and annual and long-term incentives.

During the second half of 2007, the Committee engaged Hewitt Associates LLC (“Hewitt”) to provide compensation related services and advice. Hewitt reports directly to the Committee, and the nature and scope of services rendered during 2007 by Hewitt on the Committee’s behalf are summarized below:

 

  •  

assisted the Committee in decision making with respect to executive compensation, helping to ensure that the Committee’s actions are consistent with Innophos’ business strategies, pay philosophy, stockholders’ interests, prevailing market practices, and relevant legal and regulatory mandates;

 

  •  

assisted the Committee with the assessment and design of Innophos’ long-term incentive compensation program;

 

  •  

assisted the Committee in the review of terms for executive employment agreements; and

 

  •  

apprised the Committee of best practices related to executive compensation and Committee activities.

The Committee has the final authority to retain and terminate consultants and determines the terms and conditions of those relationships. In its engagement, Hewitt receives directions from, and consults on a regular basis with, the Committee and its members, as well as senior management. In the course of its duties, the Committee regularly discusses the full range of executive compensation matters with Hewitt without management present. Although the Committee seeks and considers the information and advice provided by its consultants, decisions by the Committee are ultimately the Company’s responsibility.

In 2007, the Committee held six meetings.

This excerpt taken from the IPHS DEF 14A filed Apr 19, 2007.

Compensation Committee

The Compensation Committee (in this section, the “Committee”) has a written charter adopted by the Board, which is available on the Company’s website (www.innophos.com) under “Investor Relations,” then “Corporate Governance,” and then “Documents and Charters.” The charter describes the Committee’s primary purpose and responsibilities as:

 

  •  

developing and recommending to the Board for its approval the goals and objectives relevant to the Chief Executive Officer’s compensation;

 

10

Table of Contents
  •  

evaluating the Chief Executive Officer’s performance and advising and recommending to the Board for its approval the Chief Executive Officer’s compensation level;

 

  •  

screening and recommending to the Board individuals qualified to become Chief Executive Officer of the Company;

 

  •  

establishing total compensation for the Board and recommending to the Board for its approval total compensation for senior executives, including oversight of executive benefit plans; and

 

  •  

producing the Compensation Committee Report on Executive Compensation and reviewing the Company’s compensation discussion and analysis disclosures required to be included in the Company’s SEC filings.

The charter gives the Committee the following duties and responsibilities to fulfill its purposes:

 

  •  

establishing the total compensation for the directors of the Company;

 

  •  

reviewing and approving the goals and objectives relevant to the Chief Executive Officer’s compensation, evaluating the Chief Executive Officer’s performance in light of those goals and objectives and recommending to the Board for its approval the Chief Executive Officer’s compensation level based on this evaluation;

 

  •  

developing and reviewing periodically succession plans of the Chief Executive Officer, and screening and recommending to the Board candidate(s) for Chief Executive Officer;

 

  •  

reviewing and approving employment agreements, severance agreements or change of control agreements between the Company and its executive officers, within criteria approved by the Board;

 

  •  

reviewing and approving the design of benefit plans that pertain to directors, the Chief Executive Officer and other executive officers who report directly to the Chief Executive Officer;

 

  •  

reviewing and recommending to the Board for its approval changes to or adoption of retirement plans of the Company and approving all plan related administrative matters, including the naming of fiduciaries and establishment and adherence to funding guidelines, including matching contributions;

 

  •  

reviewing and recommending for approval by the Board the creation and/or revision of incentive compensation plans and equity-based plans affecting Company officers and making grants under them;

 

  •  

approving the parameters of overall compensation policy throughout the entire Company;

 

  •  

producing all reports on executive compensation required on behalf of the Committee or the Board, reviewing all other compensation discussion and analysis disclosure materials produced by the Company and required to be included in the Company’s public filings, and generally overseeing compliance with the compensation reporting requirements of the SEC; and

 

  •  

administering all plans entitled to exemption under Rule 16b-3 of the Securities Exchange Act of 1934 in accordance with the requirements of that rule.

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 28, 2008
DEF 14A
Apr 19, 2007

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