This excerpt taken from the MXGL DEF 14A filed Mar 21, 2007.
Compensation Discussion and Analysis
Our compensation program consists of the following three components:
We use short-term compensation comprised of base salary and annual cash bonuses along with long-term compensation comprised of equity awards, including stock options and restricted shares, in order to attract, retain and motivate the key individuals necessary to lead us to achieve our strategic objective of increased shareholder value over the long-term, reflecting our belief that executive compensation should seek to align the interests of our executives with those of our shareholders.
Our named executive officers consist of the following individuals: (i) W. Marston Becker, our Chief Executive Officer; (ii) Keith S. Hynes, our Chief Financial Officer; (iii) Peter A. Minton, Angelo Guagliano and Joseph W. Roberts, our three most highly compensated executive officers, other than Messrs. Becker and Hynes, who served as executive officers at the end of the last fiscal year; and (iv) Robert J. Cooney, our former President and Chief Executive Officer who resigned effective October 29, 2006. On February 10, 2007, we announced that Mr. Hynes will retire as Executive Vice President and Chief Financial Officer, effective March 31, 2007. On that date, Mr. Roberts will become our Executive Vice President and Chief Financial Officer.
We compensate Messrs. Becker, Hynes, Minton, Guagliano and Roberts according to the terms of their respective employment agreements. We plan to enter into new employment agreements with each of Messrs. Minton, Guagliano and Roberts pursuant to which they will be compensated going forward.
Until his resignation effective October 29, 2006, Mr. Cooney was compensated pursuant to the terms of an amended and restated employment agreement we entered into with him on August 1, 2004. Mr. Cooney currently receives payments pursuant to the terms of the separation agreement we entered into with him on December 18, 2006. Beginning March 31, 2007, Mr. Hynes will be compensated according to the terms of a retirement and separation agreement we entered into with him in March 2007.
Our Compensation Committee reviews all recommendations made with respect to discretionary compensation and approves all discretionary compensation decisions for our named executive officers. Members of senior management (including our named executive officers) provide information to the Compensation Committee with respect to individual and departmental performance to assist the Compensation Committee in its analysis and evaluation of the named executive officers. The competitiveness of our compensation packages is evaluated against other Bermuda and U.S. companies with which we compete, with adjustments where appropriate to reflect our offshore location. In 2004, our Compensation Committee retained an independent consulting firm to evaluate the competitiveness of our executive compensation policies and programs in order that we may continue to attract and retain highly skilled and qualified management. No member of our Compensation Committee has ever served as one of our officers or employees.