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NSHA » Topics » Compensation Discussion and Analysis

This excerpt taken from the NSHA DEF 14A filed Mar 27, 2007.
Compensation Discussion and Analysis
 
The Leadership and Compensation Committee of our Board of Directors oversees our executive compensation program. In this role, the Leadership and Compensation Committee reviews and approves annually all compensation decisions relating to our named executive officers.
 
Objectives and Philosophy of our Executive Compensation Program
 
The primary goals of the Leadership and Compensation Committee with respect to executive compensation are to:
 
  •  attract, retain and fairly compensate talented and dedicated executives for us to achieve our business plan;
 
  •  ensure executive compensation is aligned with specific performance objectives;
 
  •  promote the achievement of strategic and financial performance measures by linking short- and long-term cash and equity incentives to the achievement of measurable corporate and individual performance goals; and
 
  •  align executives’ incentives with the creation of shareholder value.
 
To achieve these goals, the Leadership and Compensation Committee has implemented and maintained compensation plans that tie a portion of executive compensation to short term goals such as achievement of targeted financial performance. We also provide a portion of our executive compensation in the form of restricted stock grants that vest over time, which we believe helps to retain our executives and aligns their interests with those of our shareholders by allowing them to participate in the longer term success of our company as reflected in stock price appreciation. We evaluate the performance of the president and chief


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executive officer and rely on input from the president and chief executive officer as it relates to other senior management executives. Our goal is to set compensation at levels we believe are competitive with executives in other companies of similar size within our industry and our region that compete with us for our executive talent, while taking into account relative experience, performance and our strategic goals. The Leadership and Compensation Committee generally targets overall compensation for executives based on compensation paid to similarly situated executives at companies of our size. We have not retained a compensation consultant to review our executive compensation policies and procedures.
 
Components of our Executive Compensation Program
 
The primary elements of our executive compensation program are:
 
  •  base salary
 
  •  annual incentive bonus compensation
 
  •  other cash incentive programs
 
  •  equity based compensation
 
  •  severance and change of control benefits; and
 
  •  retirement and other employee benefits.
 

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