MAS » Topics » Compensation Philosophy

This excerpt taken from the MAS DEF 14A filed Apr 10, 2007.
Compensation Philosophy
One of the critical responsibilities of the Board of Directors and senior management is to maintain a strong leadership team for our Company. We seek to attract and retain individuals who possess the outstanding personal qualities and experience that are essential to executive effectiveness and to the Company’s performance. These individuals are in demand from competitors within our industry as well as others, and they usually have alternative employment opportunities. While non-monetary motivation and needs are significant for these individuals, financial considerations are often critical and persuasive in career decisions. Consequently, we must offer responsibilities, opportunities and compensation programs that are attractive and at the same time compatible with our business operations and organization. As a result, we have a pragmatic compensation philosophy that recognizes that compensation is an important part of several key elements that must be managed in fulfilling the commitment to maintain a strong leadership team.
Our compensation philosophy takes into account the difficulty and lack of precision involved in identifying, isolating and measuring individual contributions to corporate performance. Although we use various performance metrics in the design and implementation of our compensation programs, we believe that the effectiveness of our executive compensation programs results in part from the exercise of discretion and prudent business judgment by senior management and by the Organization and Compensation Committee (the “Committee”) that oversees our compensation practices. Our executive compensation programs generally focus on corporate performance, but this is just one measure for evaluating executive performance. Because corporate performance may be affected by factors outside senior management’s control, an individual’s contribution may not be reflected in short-term corporate performance. Likewise, corporate performance for a particular year may not yet reflect the benefit of the implementation of business strategies that enhance long-term shareholder value. Individuals may also receive increases in base salary or special equity awards as a result of their individual contributions, increased responsibilities and promotions. In addition, our executive compensation programs provide for discretionary awards of restricted stock to senior management, other than our Chief Executive Officer and our President, as discussed below.
The nature of our relatively cyclical industry needs to be considered in designing and implementing executive compensation programs that reward executives for actions that benefit our stockholders’ long-term interests. Our leaders must include executives who are capable and motivated to manage our business through all phases of our industry’s economic cycles. Compensation programs are designed to reflect the value of the management team’s contributions to the Company and the Company’s current performance considered in the context of the impact of general economic and industry conditions on operating performance.
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