RHT » Topics » Compensation Committee Interlocks and Insider Participation

This excerpt taken from the RHT DEF 14A filed Jun 26, 2009.

Compensation Committee Interlocks and Insider Participation

 

The Compensation Committee is composed entirely of independent directors, as was the case at all times during Fiscal 2009. During Fiscal 2009, Dr. Albrecht, Dr. Gupta and General Shelton (chair) were members of the Compensation Committee. No member of the Compensation Committee (i) was during Fiscal 2009 or is currently an employee of the Company, (ii) has ever been an officer of the Company, (iii) is or was a participant in a “related person” transaction as described above in the section entitled “Corporate Governance and Board of Directors Information—Key Governance Policies—Related Person Transaction Policy” in Fiscal 2009 or (iv) is an executive officer of another entity, at which one of our executive officers serves on the compensation committee or the board of directors. None of our executive officers serves as a member of the board of directors or on the compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or our Compensation Committee.

 

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This excerpt taken from the RHT DEF 14A filed Jun 30, 2008.

Compensation Committee Interlocks and Insider Participation

 

The Compensation Committee is composed entirely of independent directors, as was the case at all times during Fiscal 2008. During Fiscal 2008, the following individuals served on the Compensation Committee: Dr. Albrecht, Dr. Gupta, Mr. McDonald and General Shelton (chairperson). Mr. McDonald served as a member of the Compensation Committee until August 16, 2007 when he retired from the Board of Directors. None of the members of the Compensation Committee (i) has ever been an officer or employee of the Company, or (ii) is or was a participant in a “related person” transaction as described above under the heading “Review of Related Person Transactions” in Fiscal 2008 or (iii) is an executive officer of another entity, at which one of our executive officers serves on the compensation committee or the board of directors. None of the Company’s executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board of Directors or our Compensation Committee.

 

This excerpt taken from the RHT DEF 14A filed Jun 28, 2007.

Compensation Committee Interlocks and Insider Participation

 

The Compensation Committee of the Board of Directors is composed entirely of independent directors, as was the case at all times during Fiscal 2007. During Fiscal 2007, the following individuals served on the Compensation Committee: Dr. Albrecht, Dr. Gupta, Mr. Kozel, Mr. McDonald and General Shelton (chairperson). Mr. Kozel resigned from the Board of Directors and all committees on which he served effective September 1, 2006. None of the members of the Compensation Committee (i) has ever been an officer or employee of the Company, (ii) is or was a participant in a “related person” transaction as described above under the heading “Review of Related Person Transactions” in Fiscal 2007 or (iii) is an executive officer of another entity, at which one of our executive officers serves on the compensation committee or the board of directors.

 

This excerpt taken from the RHT DEF 14A filed Jun 27, 2006.

Compensation Committee Interlocks And Insider Participation

 

The Compensation Committee of the Board of Directors is composed entirely of independent directors, as was the case at all times during the fiscal year ended February 28, 2006. The Compensation Committee of the Board of Directors is currently composed of W. Steve Albrecht, Narendra K. Gupta, Edward R. Kozel, Eugene J. McDonald and General H. Hugh Shelton (chairperson), none of whom is currently an officer or employee of the Company. None of Red Hat’s executive officers serves as a director or member of the Compensation Committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of the Board of Directors or Compensation Committee. None of the current members of the Compensation Committee has ever been an officer or employee of Red Hat or any of its subsidiaries. Compensation Committee members do not have any non-trivial professional, familial or financial relationship with the Chief Executive Officer or other executive officers or Red Hat, other than serving as a director of the Company.

 

This excerpt taken from the RHT DEF 14A filed Jun 28, 2005.

Compensation Committee Interlocks And Insider Participation

 

The compensation committee of the Board of Directors is composed entirely of independent directors, as was the case at all times during the fiscal year ended February 28, 2005. The Compensation Committee of the Board of Directors is currently composed of W. Steve Albrecht, Edward R. Kozel, Eugene J. McDonald and General H. Hugh Shelton (chairperson), none of whom is currently an officer or employee of the Company. None of Red Hat’s executive officers serves as a director or member of the Compensation Committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of the Board of Directors or Compensation Committee. None of the current members of the Compensation Committee has ever been an officer or employee of Red Hat or any of its subsidiaries. Compensation Committee members do not have any non-trivial professional, familial or financial relationship with the Chief Executive Officer or other executive officers or Red Hat, other than serving as a director of the Company.

 

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