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SMG » Topics » Oversight of Executive Officer Compensation

This excerpt taken from the SMG DEF 14A filed Dec 19, 2008.
Oversight of Executive Officer Compensation
 
The Compensation Committee has oversight responsibility for all elements of executive compensation for our CEO and other key management employees, including the NEOs. As part of its responsibility, the Compensation Committee is responsible for evaluating the CEO’s performance and setting the CEO’s annual compensation. In setting the CEO’s compensation, the Compensation Committee considers:
 
  •  The specific performance of the CEO;
 
  •  The performance of the Company against pre-determined performance goals;
 
  •  Management’s recommendations with respect to the CEO’s compensation; and
 
  •  The competitive level of the CEO’s compensation as benchmarked against the relevant compensation peer group.
 
In addition to setting the compensation of the CEO and approving the compensation recommendations for the NEOs and other key management employees, the Compensation Committee is also responsible for administering all equity-based incentive plans to achieve the objectives of the compensation programs within the framework approved by our shareholders. Under the terms of these plans, the Compensation Committee has sole discretion and authority to determine the size and type of all equity-based awards, as well as the period of vesting and all other key terms and conditions of the awards.
 
With respect to the annual incentive compensation plans, the Compensation Committee has responsibility for approving the overall plan design, as well as the performance metrics, performance goals and payout levels proposed by management.
 
This excerpt taken from the SMG DEF 14A filed Dec 20, 2007.
Oversight of Executive Officer Compensation
 
The Compensation and Organization Committee has oversight responsibility for all elements of executive compensation for the Chief Executive Officer (“CEO”) and other key management employees of the Company, including the Named Executive Officers (“NEOs”) listed in the Summary Compensation Table on page 32.


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The Compensation and Organization Committee is responsible for evaluating the CEO’s performance and setting all elements of the CEO’s annual compensation. In setting the CEO’s compensation, the Compensation and Organization Committee considers:
 
  •  The specific performance of the CEO;
 
  •  The performance of the business against pre-determined objectives;
 
  •  Management’s recommendations with respect to the CEO’s compensation; and
 
  •  The competitive level of compensation as benchmarked against our then existing compensation peer group.
 
In addition to setting the compensation of the CEO and approving the compensation recommendations for other key management employees, the Compensation and Organization Committee is also responsible for administering all equity-based incentive plans to achieve the objectives of the compensation programs within the framework approved by shareholders. Under the terms of these plans, the Compensation and Organization Committee has sole authority to determine the size and type of all equity-based awards as well as the period of vesting and all other key terms and conditions of the awards.
 
With respect to the annual incentive compensation plan, the Compensation and Organization Committee has responsibility for approving the overall plan design, as well as the performance metrics, performance goals and payout levels proposed by management.
 

EXCERPTS ON THIS PAGE:

DEF 14A
Dec 19, 2008
DEF 14A
Dec 20, 2007

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