KDN » Topics » Compensation Committee Interlocks and Insider Participation

This excerpt taken from the KDN DEF 14A filed Apr 7, 2009.
Compensation Committee Interlocks and Insider Participation
 
The members of the Compensation Committee for the 2008 fiscal year were David A. Brandon, Chairman, Mark A. Alexander and Thomas C. Sullivan. No member of the Compensation Committee was at any time during fiscal year 2008 or at any other time an officer or employee of Kaydon, and no member had any relationship with Kaydon requiring disclosure as a related-party transaction in the section “Certain Relationships and Related Transactions” of this proxy statement. No executive officer of Kaydon has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board of Directors or the Compensation Committee during 2008.


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Corporate Governance and Nominating Committee. Kaydon’s Corporate Governance and Nominating Committee (“Governance Committee”) currently consists of three directors: Thomas C. Sullivan (Chairman), Mark A. Alexander, and Timothy J. O’Donovan. All members of the Governance Committee are independent as such term is defined under the current listing standards of the NYSE. The Governance Committee operates pursuant to a written charter which was most recently reviewed and approved by the Board of Directors on February 19, 2009.
 
The primary function of the Governance Committee is to assist the Board of Directors in fulfilling its oversight of the Company’s governance and nominating procedures including:
 
  •  Identifying and recommending nominees for the Company’s Board of Directors;
 
  •  Recommending to stockholders candidates for election or re-election to the Board of Directors at the annual meeting;
 
  •  Annually evaluating and reviewing the performance of the Board of Directors;
 
  •  Reviewing and considering succession plans at the Chief Executive Officer and other senior officer levels;
 
  •  Assessing the independence of the members of the Board of Directors and its committees; and
 
  •  Reviewing and monitoring any outside directorship held by senior company officials.
 
This excerpt taken from the KDN DEF 14A filed Apr 4, 2008.
Compensation Committee Interlocks and Insider Participation
 
The members of the Compensation Committee for the 2007 fiscal year until October 2007 were David A. Brandon, Chairman, Timothy J. O’Donovan and Thomas C. Sullivan. In October 2007 Mr. Mark A. Alexander replaced Mr. O’Donovan. No member of the Compensation Committee was at any time during fiscal year 2007 or at any other time an officer or employee of Kaydon, and no member had any relationship with Kaydon requiring disclosure as a related-party transaction in the section “Certain Relationships and Related Transactions” of this proxy statement. No executive officer of Kaydon has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board of Directors or the Compensation Committee during 2007.


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Table of Contents

Corporate Governance and Nominating Committee. Kaydon’s Corporate Governance and Nominating Committee (“Governance Committee”) currently consists of three directors: Thomas C. Sullivan (Chairman), Mark A. Alexander, and Timothy J. O’Donovan. All members of the Governance Committee are independent as such term is defined under the current listing standards of the NYSE. The Governance Committee operates pursuant to a written charter which was most recently reviewed and approved by the Board of Directors on February 14, 2008.
 
The primary function of the Governance Committee is to assist the Board of Directors in fulfilling its oversight of the Company’s governance and nominating procedures including:
 
  •  Identifying and recommending nominees for the Company’s Board of Directors;
 
  •  Recommending to stockholders candidates for election or re-election to the Board of Directors at the annual meeting;
 
  •  Annually evaluating and reviewing the performance of the Board of Directors;
 
  •  Reviewing and considering succession plans at the Chief Executive Officer and other senior officer levels;
 
  •  Assessing the independence of the members of the Board of Directors and its committees; and
 
  •  Reviewing and monitoring any outside directorship held by senior company officials.
 
This excerpt taken from the KDN DEF 14A filed Apr 16, 2007.
Compensation Committee Interlocks and Insider Participation
 
The members of the Compensation Committee for the 2006 fiscal year were David A. Brandon, Chairman, James O’Leary and Thomas C. Sullivan. No member of the Compensation Committee was at any time during fiscal year 2006 or at any other time an officer or employee of Kaydon, and no member had any relationship with Kaydon requiring disclosure as a related-party transaction in the section “Certain Relationships and Related Transactions” of this proxy statement. No executive officer of Kaydon has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board of Directors or the Compensation Committee during fiscal year 2006.
 
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