NCMI » Topics » Compensation Committee

This excerpt taken from the NCMI DEF 14A filed Mar 19, 2009.

Compensation Committee

For our 2008 fiscal year, the Compensation Committee consisted of Lawrence A. Goodman (chairman), Stephen L. Lanning and Edward H. Meyer. Each of them was “independent” as defined in the rules promulgated by the SEC under the Exchange Act and by the Nasdaq and each also qualifies as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code and a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934. Only members of the Compensation Committee who qualify as outside directors participate in discussions regarding awards that are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code.

The Compensation Committee’s purposes, as set forth in its charter, are:

 

  (1) to assist the board in discharging its responsibilities relating to compensation of our executives,

 

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  (2) to administer our equity incentive plans (other than any such plan applicable only to non-employee directors); and

 

  (3) to have overall responsibility for approving and evaluating all of our compensation plans, policies and programs that affect our executive officers.

The Compensation Committee’s responsibilities are set forth in its charter ,which is reviewed at least annually. The current Compensation Committee charter was approved by the board of directors on January 8, 2008. A copy of the charter is available on our website at NCM.com at the Investor Relations link. There were seven meetings of the Compensation Committee during our 2008 fiscal year.

The Compensation Committee performs such functions and responsibilities enumerated in its charter as appropriate in furtherance of its purposes. The Compensation Committee is authorized to form and delegate responsibility to subcommittees of the Compensation Committee as it deems necessary or appropriate, provided, however, that any such subcommittees shall meet all applicable independence requirements and that the Committee shall not delegate to persons other than independent directors any functions that are required—under applicable law, regulation or Nasdaq rule—to be performed by independent directors.

The Compensation Committee engaged Towers Perrin to assess the competitiveness of pay for the named executive officers and independent directors. Towers Perrin made its recommendations to the Compensation Committee and board of directors in July 2008, which are described further below in “Compensation Discussion and Analysis.”

This excerpt taken from the NCMI DEF 14A filed Mar 28, 2008.

Compensation Committee

For our 2007 fiscal year, the Compensation Committee consisted of Lawrence A. Goodman (chairman), Stephen L. Lanning and Edward H. Meyer. Each of them was “independent” as defined in the rules promulgated by the SEC under the Exchange Act and by the Nasdaq Stock Market and each also qualifies as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code and a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934. Only members of the Compensation Committee who qualify as outside directors participate in discussions regarding awards that are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code.

The Compensation Committee’s purposes, as set forth in its charter, are:

 

  (1) to assist the board in discharging its responsibilities relating to compensation of our executives,

 

  (2) to administer our equity incentive plans (other than any such plan applicable only to non-employee directors); and

 

  (3) to have overall responsibility for approving and evaluating all of our compensation plans, policies and programs that affect our executive officers.

The Compensation Committee’s responsibilities are set forth in its charter which is reviewed at least annually. The current Compensation Committee charter was approved by the board of directors on January 8, 2008. A copy of the Committee’s charter is posted on our website at www.ncm.com. There were 3 meetings of the Compensation Committee during our 2007 fiscal year and there was 1 action taken by written consent.

The Compensation Committee performs such functions and responsibilities enumerated in its charter as appropriate in furtherance of its purposes. The Compensation Committee is authorized to form and delegate responsibility to subcommittees of the Compensation Committee as it deems necessary or appropriate, provided, however, that any such subcommittees shall meet all applicable independence requirements and that the Committee shall not delegate to persons other than independent directors any functions that are required – under applicable law, regulation or Nasdaq rule – to be performed by independent directors.

The Compensation Committee will engage and direct a compensation consultant. It is expected that the consultant may provide independent advice and recommendations to the committee regarding executive compensation. The Compensation Committee will review the recommendations by the compensation consultant and ensure they are aligned to the market and benchmarked to an appropriate peer group.

 

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This excerpt taken from the NCMI 10-K filed Mar 28, 2007.

Compensation Committee

The members of the compensation committee are Messrs. Goodman, Lanning and Meyer, with Mr. Goodman serving as chair. All of the members of our compensation committee are independent, as determined in accordance with Nasdaq rules and relevant federal securities laws and regulations. The compensation committee will oversee the compensation plans, policies and programs of our company and will have full authority to determine and approve the compensation of our chief executive officer, as well as to make recommendations with respect to compensation of our other executive officers. The compensation committee also will be responsible for producing an annual report on executive compensation for inclusion in our proxy statement.

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