FRZ » Topics » Compensation Committee.

This excerpt taken from the FRZ DEF 14A filed Apr 16, 2007.
Compensation Committee.   Our compensation committee consists of Theodore J. Host, Tracy L. Noll and Robert N. Verdecchio. Our Board of Directors has determined that the members of our compensation committee are “independent” in accordance with the rules of the NYSE. The nominating and governance committee recommends to our Board nominees for the compensation committee.

The compensation committee held three meetings during the year ended December 31, 2006. The compensation committee will have at least one regular meeting each year. The results of each meeting are reported at the next regular meeting of our Board.

The primary responsibility of the compensation committee will be to develop and oversee the implementation of our philosophy with respect to the compensation of our officers. In that regard, the compensation committee will:

·       develop and maintain a compensation policy and strategy that creates a direct relationship between pay levels and corporate performance and returns to stockholders;

·       recommend compensation and benefit plans to our Board for approval;

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·       review and approve annual corporate and personal goals and objectives to serve as the basis for the chief executive officer’s compensation, evaluate the chief executive officer’s performance in light of the goals and, based on such evaluation, determine the chief executive officer’s compensation;

·       determine the annual total compensation for our executive chairman, chief executive officer, president, chief operating officer, chief financial officer and executive vice president of sales and marketing;

·       with respect to our equity-based compensation plans, approve the grants of stock options and other equity-based incentives as permitted under our compensation plans;

·       review and recommend compensation for non-employee directors to our Board; and

·       review and recommend employment agreements, severance arrangements and change of control plans that provide for benefits upon a change in control, or other provisions for our executive officers and directors, to our Board.

Our Board of Directors adopted a written charter for the compensation committee, which is available on our website at http://www.reddyice.com. In addition, stockholders may request a free copy of the compensation committee charter from:  Reddy Ice Holdings, Inc., 8750 North Central Expressway, Suite 1800, Dallas, Texas 75231, Attention:  Corporate Secretary, Steven J. Janusek, or by calling (214) 526-6740.

This excerpt taken from the FRZ DEF 14A filed Apr 17, 2006.
Compensation Committee.   Our compensation committee consists of Theodore J. Host, Tracy L. Noll, Andrew R. Heyer, Douglas R. Korn and Robert N. Verdecchio. Beth L. Bronner served on our compensation committee until November 15, 2005. Of the five members of our compensation committee our board of directors has determined that three members, Messrs. Host, Noll and Verdecchio, are independent. The rules of the New York Stock Exchange require all members of the compensation committee to be “independent” directors prior to August 12, 2006, the first anniversary of the closing of our initial public offering. Prior to August 12, 2006 we expect to make additions to and replacements of the members of the compensation committee in order to satisfy this requirement. The nominating and governance committee will recommend to our board nominees for the compensation committee.

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The compensation committee held one meeting during the year ended December 31, 2005 and acted five times by written consent. The compensation committee will have at least one regular meeting each year. The results of each meeting are reported at the next regular meeting of our board.

The primary responsibility of the compensation committee will be to develop and oversee the implementation of our philosophy with respect to the compensation of our officers. In that regard, the compensation committee will:

·       develop and maintain a compensation policy and strategy that creates a direct relationship between pay levels and corporate performance and returns to stockholders;

·       recommend compensation and benefit plans to our board for approval;

·       review and approve annual corporate and personal goals and objectives to serve as the basis for the chief executive officer’s compensation, evaluate the chief executive officer’s performance in light of the goals and, based on such evaluation, determine the chief executive officer’s compensation;

·       determine the annual total compensation for our chief executive officer, president, chief operating officer, chief financial officer and senior vice president of sales;

·       with respect to our equity-based compensation plans, approve the grants of stock options and other equity-based incentives as permitted under our compensation plans;

·       review and recommend compensation for non-employee directors to our board; and

·       review and recommend employment agreements, severance arrangements and change of control plans that provide for benefits upon a change in control, or other provisions for our executive officers and directors, to our board.

Our board of directors adopted a written charter for the compensation committee, which is available on our website at http://www.reddyice.com. In addition, stockholders may request a free copy of the compensation committee charter from: Reddy Ice Holdings, Inc., 8750 North Central Expressway, Suite 1800, Dallas, Texas 75231, Attention: Corporate Secretary, Steven J. Janusek, or by calling (214) 526-6740.

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