This excerpt taken from the MSON DEF 14A filed Nov 13, 2009.
Committees of the Board
Currently, the only standing committees of the Board of Directors of the Company are its Stock Option Committees, the Audit Committee and the Compensation Committee. The Stock Option Committee for the 1991 Employee Stock Option Plan, the 1996 Employee Stock Option Plan, the 1998 Employee Stock Option Plan, the 2001 Employee Stock Option Plan and the 2005 Employee Equity Incentive Plan consists of Messrs. Alliger, Miner, Minetti, ONeill and Gildea. The Stock Option Committee for the 1996 Non-Employee Director Stock Option Plan and the 2005 Non-Employee Director Stock Option Plan consists of Messrs. McManus, Alliger, Miner, Minetti, ONeill and Gildea. The Stock Option Committees are responsible for administering the Companys stock option plans.
The Company has a separately designated standing audit committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The members of the Audit Committee are Messrs. Gildea, Miner, Minetti and ONeill. The Board of Directors has determined that each member of the Audit Committee is independent not only under the NASD listing standards but also within the definition contained in a final rule of the Securities and Exchange Commission (the SEC). Furthermore, the Board of Directors has determined that Messrs. Minetti, ONeill and Gildea are audit committee financial experts within the definition contained in a final rule adopted by the SEC.
The Compensation Committee consists of Messrs. Alliger, Minetti, ONeill and Gildea. The Compensation Committee is responsible for considering and recommending remuneration arrangements for executive officers and directors to the Board of Directors. The Chief Executive Officer of the Company makes recommendations for compensation of executive officers other than himself to the Compensation Committee. The Compensation Committee did not employ a compensation consultant during fiscal 2009 to assist it in evaluating executive compensation. The Committee also did not set percentage compensation goals against a peer group of companies, or benchmark, our executives compensation, though the availability to our executives of alternative employment opportunities is an important consideration in the compensation design process. Rather, the Committee used its
marketplace knowledge, background, experience and market information to make recommendations concerning executive compensation. The Board of Directors has not adopted a written charter for the Compensation Committee.