MAKO » Topics » ROLE OF DIRECTORS, EXECUTIVE OFFICERS AND COMPENSATION CONSULTANTS

This excerpt taken from the MAKO DEF 14A filed Apr 29, 2008.

ROLE OF DIRECTORS, EXECUTIVE OFFICERS AND COMPENSATION CONSULTANTS

     All final decisions regarding the compensation of our named executive officers are made by the compensation committee. Prior to delegating the authority to the compensation committee to make final compensation decisions, our board of directors approved all of the compensation committee’s recommendations with respect to the named executive officers’ compensation set forth in the tables below.

     In making such decisions, the compensation committee considers the various factors described below in this “Compensation Discussion and Analysis” with respect to particular compensation elements. In addition, the compensation committee typically considers, but is not required to accept, the recommendations of Dr. Ferré regarding the performance and proposed base salary, bonus target and equity awards for our named executive officers, including Dr. Ferré. The compensation committee may also request the assistance of Mr. LaPorte, our Chief Financial Officer, and our human resources department in evaluating the financial, accounting and tax implications of various compensation awards paid to the named executive officers. Neither Mr. LaPorte nor our human resources employees, however, recommend or determine the amounts or types of compensation paid to the named executive officers. Dr. Ferré, our President and Chief Executive Officer, and certain of our other executive officers may attend compensation committee meetings, as requested by the chairman of the compensation committee and depending on the issues to be discussed by the compensation committee, but none of these executive officers, including Dr. Ferré, attends any portion of the compensation committee meetings during which his compensation is discussed and approved.

     The compensation committee historically has not performed competitive reviews of our compensation programs with those of similarly-situated companies, nor have we engaged in “benchmarking” of compensation paid to our named executive officers. In the third quarter of 2007, however, the compensation committee retained Radford Surveys and Consulting to conduct a review of the pre-IPO equity ownership levels for senior management at other pre-IPO medical device and biotechnology companies in later stages of financing, and provide an analysis of how our senior management’s, including each of the named executive officers’, current equity holdings compared to the median of the surveyed companies. As discussed below under “Elements of our Executive Compensation Program—Long-Term Equity Compensation,” the survey showed that the equity holdings of our senior management were below the median and, as a result, the compensation committee recommended, and the board of directors approved, additional equity grants, primarily in an effort to retain these executives following the completion of our initial public offering, consistent with our objectives.

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     Radford Surveys and Consulting used the following survey sources to conduct their analysis: (i) the 2006 Radford Biotechnology Pre-IPO Executive Report, which includes 30 pre-IPO biotechnology and pharmaceutical companies with outside investment levels between $40 and $80 million; (ii) the Dow Jones Venture Capital — Compensation Pro Database, which includes pre-IPO companies that have classified themselves as a medical device company and are in the “later stage” rounds of financings (generally, any round after the second round of financing); and (iii) the Top 5 Pre-IPO Life Sciences Industry (Medical Device) Survey, which includes 10 pre-IPO medical device companies that have completed series C rounds of financing. We do not know the component companies that were surveyed by Radford Surveys and Consulting as the companies’ names were not included in the report that Radford provided to the compensation committee.

     In analyzing pre-IPO ownership levels, our company was compared to the 50th percentile of the surveyed companies. While we compared our senior management to the median of the survey results for equity holding purposes, we do not believe it is appropriate to emphasize this target, as it was used for the limited purpose of determining equity holdings as a pre-IPO company and it was not seen as an indication that we intended to “benchmark” the equity holdings of our senior management at the median of a “peer group” of companies. Any such determinations as to whether or not we will “benchmark” in the future will be made by the compensation committee.

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