KNXA » Topics » Compensation Committee

This excerpt taken from the KNXA DEF 14A filed Apr 16, 2009.

Compensation Committee

Our compensation committee administers the compensation program for our executive officers. Our compensation committee reviews and either approves, on behalf of the board of directors, or recommends to the board of directors for approval, (i) annual salaries, bonuses, and other compensation for our executive officers, and (ii) individual equity awards for our employees and executive officers. Our compensation committee also oversees our compensation policies and practices.

Our compensation committee also performs the following functions related to executive compensation:

 

   

coordinates the board of directors’ role in establishing performance criteria for executive officers;

 

   

annually evaluates each of our executive officers’ performance;

 

   

reviews and approves the annual salary, bonus, stock options and other benefits, direct and indirect, of our executive officers, including our Chief Executive Officer;

 

   

reviews and recommends new executive compensation programs;

 

   

annually reviews the operation and efficacy of our executive compensation programs;

 

   

periodically reviews that executive compensation programs comport with the compensation committee’s stated compensation philosophy;

 

   

establishes and periodically reviews policies in the area of senior management perquisites;

 

   

reviews and recommends to the board of directors the appropriate structure and amount of compensation for our directors;

 

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reviews and approves material changes in our employee benefit plans;

 

   

administers our equity compensation and employee stock purchase plans; and

 

   

reviews the adequacy of the compensation committee and its charter and recommends any proposed changes to the board of directors not less than annually.

In deciding upon the appropriate level of compensation for our executive officers, the compensation committee regularly reviews our compensation programs relative to our strategic objectives and emerging market practice and other changing business and market conditions. In addition, the compensation committee also takes into consideration the recommendations of our Chief Executive Officer concerning compensation actions for our other executive officers and any recommendations of compensation consultants. The primary role of consultants is to provide objective data, analysis and advice to the compensation committee. In providing data and recommendations to the compensation committee, our consultants work with our Chief Executive Officer and management to obtain information needed to carry out its assignments. See the section below entitled “Executive Compensation and Executive Officers—Compensation Discussion and Analysis” for further discussion of the compensation committee’s role in determining the compensation of our executive officers.

Our compensation committee is currently comprised of Dr. Booth (chair), Ms. Maddox and Mr. Pinola. We believe that the composition and functioning of our compensation committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, The Nasdaq Stock Market LLC and the SEC’s rules and regulations, including those regarding the independence of our compensation committee members. We intend to comply with future requirements to the extent that they become applicable to us.

This excerpt taken from the KNXA DEF 14A filed Apr 9, 2008.

Compensation Committee

Our compensation committee administers the compensation program for our executive officers. Our compensation committee reviews and either approves, on behalf of the board of directors, or recommends to the board of directors for approval, (i) annual salaries, bonuses, and other compensation for our executive officers, and (ii) individual equity awards for our employees and executive officers. Our compensation committee also oversees our compensation policies and practices.

Our compensation committee also performs the following functions related to executive compensation:

 

   

coordinates the board of directors’ role in establishing performance criteria for executive officers;

 

   

annually evaluates each of our executive officers’ performance;

 

   

reviews and approves the annual salary, bonus, stock options and other benefits, direct and indirect, of our executive officers, including our Chief Executive Officer;

 

   

reviews and recommends new executive compensation programs;

 

   

annually reviews the operation and efficacy of our executive compensation programs;

 

   

periodically reviews that executive compensation programs comport with the compensation committee’s stated compensation philosophy;

 

   

establishes and periodically reviews policies in the area of senior management perquisites;

 

   

reviews and recommends to the board of directors the appropriate structure and amount of compensation for our directors;

 

   

reviews and approves material changes in our employee benefit plans;

 

   

administers our equity compensation and employee stock purchase plans; and

 

   

reviews the adequacy of the compensation committee and its charter and recommends any proposed changes to the board of directors not less than annually.

 

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In deciding upon the appropriate level of compensation for our executive officers, the compensation committee regularly reviews our compensation programs relative to our strategic objectives and emerging market practice and other changing business and market conditions. In addition, the compensation committee also takes into consideration the recommendations of our Chief Executive Officer concerning compensation actions for our other executive officers and any recommendations of compensation consultants. The primary role of consultants is to provide objective data, analysis and advice to the compensation committee. In providing data and recommendations to the compensation committee, our consultants work with our Chief Executive Officer and management to obtain information needed to carry out its assignments. See the section below entitled “Executive Compensation and Executive Officers—Compensation Discussion and Analysis” for further discussion of the compensation committee’s role in determining the compensation of our executive officers.

Our compensation committee is comprised of Dr. Booth (chair), Mr. Nies and Mr. Pinola. We believe that the composition and functioning of our compensation committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, The Nasdaq Stock Market LLC and the SEC’s rules and regulations, including those regarding the independence of our compensation committee members. We intend to comply with future requirements to the extent that they become applicable to us.

This excerpt taken from the KNXA DEF 14A filed Apr 4, 2007.

Compensation Committee

Our compensation committee administers the compensation program for our executive officers. Our compensation committee reviews and either approves, on behalf of the board of directors, or recommends to the board of directors for approval, (i) annual salaries, bonuses, and other compensation for our executive officers, and (ii) individual equity awards for our employees and executive officers. Our compensation committee also oversees our compensation policies and practices.

Our compensation committee also performs the following functions related to executive compensation:

·       coordinates the board of directors’ role in establishing performance criteria for executive officers;

·       annually evaluates each of our executive officers’ performance;

·       reviews and approves the annual salary, bonus, stock options and other benefits, direct and indirect, of our executive officers, including our Chief Executive Officer;

·       reviews and recommends new executive compensation programs;

·       annually reviews the operation and efficacy of our executive compensation programs;

·       periodically reviews that executive compensation programs comport with the compensation committee’s stated compensation philosophy;

·       establishes and periodically reviews policies in the area of senior management perquisites;

·       reviews and recommends to the board of directors the appropriate structure and amount of compensation for our directors;

·       reviews and approves material changes in our employee benefit plans;

·       administers our equity compensation and employee stock purchase plans; and

·       reviews the adequacy of the compensation committee and its charter and recommends any proposed changes to the board of directors not less than annually.

In deciding upon the appropriate level of compensation for our executive officers, the compensation committee regularly reviews our compensation programs relative to our strategic objectives and emerging market practice and other changing business and market conditions. In addition, the compensation committee also takes into consideration the recommendations of our Chief Executive Officer concerning compensation actions for our other executive officers and any recommendations of compensation consultants. The primary role of consultants is to provide objective data, analysis and advice to the compensation committee. In providing data and recommendations to the compensation committee, our consultants work with our Chief Executive Officer and management to obtain information needed to carry out its assignments. See the section below entitled “Executive Officers and Executive Compensation—Compensation Discussion and Analysis” for further discussion of the compensation committee’s role in determining the compensation of our executive officers.

Our compensation committee is comprised of Dr. Booth (chair), Ms. Maddox and Mr. Nies. We believe that the composition and functioning of our compensation committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, The Nasdaq Stock Market LLC and the SEC’s rules and regulations, including those regarding the independence of our compensation committee members. We intend to comply with future requirements to the extent that they become applicable to us.

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This excerpt taken from the KNXA DEF 14A filed Apr 13, 2006.

Compensation Committee

        Our compensation committee reviews and recommends policy relating to the compensation and benefits of our executive officers. Our compensation committee:

    reviews and approves corporate goals and objectives relevant to the compensation and the benefits of our Chief Executive Officer and our other executive officers;

    evaluates the performance of these officers in light of those goals and objectives; and

    sets compensation of these officers based on such evaluations.

        Our compensation committee or a designated subcommittee administers the issuance of stock options and other awards under our 2005 Equity Incentive Plan. Our compensation committee is comprised of Messrs. Abelson, Nies and Rutherford (chair). Our compensation committee has established a subcommittee consisting of Messrs. Nies and Rutherford to perform any action required to be performed by a committee of "non-employee directors" pursuant to Rule 16b-3 under the Securities Exchange Act of 1934 and "outside directors" pursuant to Rule 162(m) under the Internal Revenue Code. We believe that the composition and functioning of our compensation committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, The Nasdaq Stock Market and SEC rules and regulations, including those regarding the independence of our compensation committee members. We intend to comply with future requirements to the extent that they become applicable to us.

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