NLS » Topics » Compensation Committee Interlocks and Insider Participation

This excerpt taken from the NLS DEF 14A filed Apr 30, 2009.

Compensation Committee Interlocks and Insider Participation

 

The Compensation Committee is comprised of three independent Directors, Michael A. Stein (Chairman), Ronald P. Badie and Richard A. Horn, each of whom served on the committee during 2008. Messrs. Stein and Horn were appointed to the committee on December 31, 2007 and Mr. Stein was named the committee’s Chairman. None of the members of the committee have a relationship with Nautilus, Inc. other than as Directors and security holders. No member of the Compensation Committee is or was formerly an officer or an employee of the Company. None of Nautilus’ executive officers served, during the year ended December 31, 2008, as a member of the compensation committee or board of directors of any entity that has an executive officer serving as a member of the Compensation Committee or Board of Directors of Nautilus, Inc. Although Mr. Falcone, our former Chief Executive Officer and member of the Board of Directors, participated in compensation discussions during 2008, he did not participate in any deliberations or decisions regarding his own compensation. Mr. Bramson does not receive compensation from the Company. The Compensation Committee met ten times during 2008.

 

This excerpt taken from the NLS DEF 14A filed Apr 22, 2008.

Compensation Committee Interlocks and Insider Participation

 

Michael A. Stein (Chairman), Ronald P. Badie, Peter A. Allen, Richard A. Horn, Frederick T. Hull, Donald W. Keeble and Diane L. Neal served on the Compensation Committee of the Board of Directors during 2007. Mr. Hull retired from the Board of Directors upon the expiration of his term in May 2007. Mr. Keeble replaced Mr. Allen as Chairman of the committee in May 2007. Mr. Allen, Mr. Keeble and Ms. Neal left the Board of Directors in December 2007 after they were not re-elected to the Board of Directors at the special meeting of shareholders held on December 18. Messrs Stein and Horn were appointed to the committee on December 31, 2007 and Mr. Stein was named the committee’s Chairman. All members of the Compensation Committee are independent directors. Although Messrs. Hammann and Falcone, our former Chief Executive Officers and members of the Board of Directors, participated in compensation discussions during 2007, neither participated in any deliberations or decisions regarding their own compensation. In 2007, the Compensation Committee met six times.

 

This excerpt taken from the NLS DEF 14A filed Apr 4, 2007.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors is composed of Peter A. Allen (Chairman), Donald W. Keeble, Frederick T. Hull, and Diane L. Neal. All members of the Compensation Committee are non-employee, outside directors. Although Mr. Hammann, current President, Chief Executive Officer and Chairman of the Board, participated in compensation discussions during 2006, he did not participate in any deliberations or decisions regarding his own compensation. In 2006, the Compensation Committee met four times and took action by unanimous written consent three times.

 

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This excerpt taken from the NLS DEF 14A filed Apr 3, 2006.

Compensation Committee Interlocks and Insider Participation

 

The Compensation Committee of the Board of Directors is composed of Peter A. Allen (Chairman), Donald W. Keeble and Diane L. Neal. All members of the Compensation Committee are non-employee, outside directors. Although Mr. Hammann, current President, Chief Executive Officer and Chairman of the Board, participated in compensation discussions during 2005, he did not participate in any deliberations or decisions regarding this own compensation.

 

This excerpt taken from the NLS DEF 14A filed Apr 22, 2005.

Compensation Committee Interlocks and Insider Participation

 

The Compensation Committee of the Board of Directors is composed of Peter A. Allen (Chairman), Frederick T. Hull, Diane L. Neal and James M. Weber. All members of the Compensation Committee are non-employee, outside directors. Although Mr. Hammann, current President, Chief Executive Officer and Chairman of the Board participated in compensation discussions during 2004, he did not participate in any deliberations or decisions regarding this own compensation.

 

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