MATH » Topics » Compensation Committee

This excerpt taken from the MATH DEF 14A filed Jun 4, 2009.

Compensation Committee

        The Compensation Committee determines compensation for our executive officers, administers our incentive and compensation plans, including our 2004 Amended and Restated Long-Term Incentive Plan, and addresses general compensation issues for us.

        During 2008, the board's Compensation Committee consisted of Merrill A. McPeak (chairman), Benno G. Sand and Michael O. Maerz. Mr. Maerz is not standing for re-election at the Annual Meeting. Thus, after the Annual Meeting, the Compensation Committee will consist of Mr. McPeak and Mr. Sand. The board of directors has determined that all members of the 2008 and current Compensation Committee are independent within the meaning of NASDAQ's Marketplace Rules. During 2008, the Compensation Committee met twice, and all Compensation Committee members attended all of its meetings in 2008.

        The board adopted the Compensation Committee Charter on August 31, 2005. A copy of the Compensation Committee Charter is available on our website, free of charge, at www.MathStar.com. You may also obtain a copy of the charter, free of charge, by writing to us at MathStar, Inc., Attention: Corporate Secretary, 19075 N.W. Tanasbourne Drive, Suite 200, Hillsboro, Oregon 97124.

This excerpt taken from the MATH DEF 14A filed Apr 21, 2008.

2007 Compensation Committee

Merrill A. McPeak, Chairman
Michael O. Maerz
Benno G. Sand

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

        The following table summarizes equity securities authorized for issuance under our equity compensation plans as of December 31, 2007:

Plan Category

  Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights

  Weighted average
exercise price of
outstanding
options, warrants
and rights

  Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in First column)

Equity compensation plans approved by stockholders(1)   3,347,779   $ 3.63   231,263
Equity compensation plans not approved by stockholders        
   
       
Total   3,347,779         231,263
   
       

(1)
Consists of the 2004 Incentive Plan, the 2002 and 2000 Combined Incentive and Non-Statutory Stock Option Plans and the Digital MediaCom, Inc. 1999-2000 Stock Option Plan.


POLICY AND PROCEDURES WITH RESPECT TO
RELATED PERSON TRANSACTIONS

        In March 2007, our board of directors adopted our written Policy and Procedures with Respect to Related Person Transactions, which the Audit Committee oversees. Under the policy, a "related person transaction" is a transaction, arrangement or relationship in which MathStar was, is or will be a participant and the amount involved exceeds $120,000, and in which any "related person" had, has or will have a direct or indirect material interest. The policy defines a "related person" as follows:

    any person who is, or at any time since the beginning of MathStar's last fiscal year was, a director or executive officer of MathStar or a nominee to become a director of MathStar;

    any person who is known to be the beneficial owner of more than 5% of any class of the MathStar's voting securities;

    any immediate family member of any of the foregoing persons; and

    any firm, corporation or other entity in which any of the foregoing persons is employed or is a principal or partner or in a similar position or in which such person has a beneficial ownership interest.

        Under the policy, the related person; the director, executive officer or beneficial owner who is an immediate family member of the related person; or the head of the business unit that is responsible for a potential related person transaction must notify MathStar's Chief Financial Officer of the facts and circumstances involved in the potential related person transaction. If the Chief Financial Officer determines that the transaction is a related person transaction, he must submit it to the Audit Committee or the Chair of the Audit Committee for review and, if appropriate, approval. The policy provides that, on an annual basis, the Audit Committee shall review any previously approved related person transaction that is ongoing.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS

        During 2007, none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board or Compensation Committee.

        Throughout 2007, the Compensation Committee consisted of Merrill A. McPeak (chairperson), Benno G. Sand and Michael O. Maerz, all of whom are non-employee directors of MathStar.


AUDIT COMMITTEE REPORT

        This section shall not be deemed to be "soliciting material," or to be "filed" with the Securities and Exchange Commission, is not subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of MathStar under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of date or any other general incorporation language in such filing.

        Management is responsible for MathStar's financial reporting process, including the system of internal controls, and for preparing MathStar's financial statements in accordance with accounting principles generally accepted in the United States of America. Our independent registered public accounting firm is responsible for auditing those financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America. The Audit Committee's responsibility is to monitor and review these processes. The members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by MathStar's management and the independent registered public accounting firm.

        The Audit Committee, consisting of Benno G. Sand (chairman), Merrill A. McPeak and Morris Goodwin, Jr., held five meetings in 2007 and acted once by written action. The meetings were designed to, among other things, facilitate and encourage communication among the Audit Committee, management and MathStar's independent registered public accounting firm, PricewaterhouseCoopers LLP. The Audit Committee discussed with PricewaterhouseCoopers LLP the overall scope and plans for its audits. The Audit Committee met with PricewaterhouseCoopers LLP, with and without management present, to discuss the results of its examinations and its evaluations of MathStar's system of internal controls.

        During the meetings held in 2007, the Audit Committee reviewed and discussed, among other things:

    new requirements and responsibilities for audit committees;

    MathStar's significant policies for accounting and financial reporting and the status and anticipated effects of changes in those policies, including revenue recognition;

    the adequacy and effectiveness of MathStar's internal control policies and procedures;

    the quarterly and annual procedures performed by PricewaterhouseCoopers LLP;

    the quarterly financial statements and Quarterly Reports on Form 10-Q filed with the SEC; and

    other matters concerning MathStar's accounting, financial reporting and internal controls.

        In February and March 2008, the Audit Committee reviewed and discussed the 2007 financial statements with management and PricewaterhouseCoopers LLP. Specifically, the Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Statements on Auditing Standards No. 61 and 90 (Communications with Audit Committees). At that

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time, PricewaterhouseCoopers LLP presented to the Audit Committee a letter certifying its independence from MathStar in accordance with Independence Standards Board (ISB) Standard No. 1. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from management and MathStar, including the matters covered by the letter to MathStar from the independent registered public accounting firm required by Independence Standards Board Standard No. 1.

        In March 2008, the Audit Committee reviewed MathStar's audited financial statements and notes to financial statements for inclusion in MathStar's Annual Report on Form 10-K for the fiscal year ended December 31, 2007. Based on this review and prior discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the board that MathStar's audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2007 for filing with the SEC.

This excerpt taken from the MATH DEF 14A filed Apr 16, 2007.

Compensation Committee

The Compensation Committee determines compensation for our executive officers, administers our incentive and compensation plans, including our 2004 Amended and Restated Long-Term Incentive Plan, and addresses general compensation issues for us.

Throughout 2006, the board’s Compensation Committee consisted of Merrill A. McPeak (chairman), Morris Goodwin, Jr. and Benno G. Sand.  Effective February 5, 2007, the members of the Compensation Committee are Mr. McPeak (chairman), Mr. Sand and Michael O. Maerz.  The board of directors has determined that all members of the 2006 and current Compensation Committee are independent within the meaning of NASDAQ’s Marketplace Rules.  During 2006, the Compensation Committee met four times and acted once by written action.

The board adopted the Compensation Committee Charter on August 31, 2005.  A copy of the Compensation Committee Charter is available on our website, free of charge, at www.MathStar.com.  You may also obtain a copy of the charter, free of charge, by writing to us at MathStar, Inc., Attention: Corporate Secretary, 19075 N.W. Tanasbourne Drive, Suite 200, Hillsboro, Oregon 97124.

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This excerpt taken from the MATH DEF 14A filed Apr 17, 2006.

Compensation Committee

The Compensation Committee determines compensation for our executive officers, administers our incentive and compensation plans, including our 2004 Amended and Restated Long-Term Incentive Plan, and addresses general compensation issues for us.

From January 1, 2005 until June 14, 2005, the Board’s Compensation Committee consisted of Benno G. Sand and two former non-employee Directors of MathStar. From June 14, 2005 until October 26, 2005, our Compensation Committee consisted of Mr. Sand. Since October 26, 2005, the Compensation Committee has consisted of Merrill A. McPeak (chairman), Morris Goodwin, Jr. and Benno G. Sand. The Board of Directors has determined that all members of the Compensation Committee are independent within the meaning of Nasdaq’s Marketplace Rules. The Compensation Committee met once in 2005.

The Board adopted the Compensation Committee Charter on August 31, 2005, and it is available on our website, free of charge, at www.MathStar.com. You may also obtain a copy of the charter, free of charge, by writing to us at MathStar, Inc., 19075 N.W. Tanasbourne Drive, Suite 200, Hillsboro, Oregon 97124.

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