SMG » Topics » Stock Ownership Guidelines

This excerpt taken from the SMG DEF 14A filed Dec 19, 2008.
Stock Ownership Guidelines
 
The Compensation Committee has established stock ownership guidelines, which vary by position, for the CEO and the NEOs. The purpose of these guidelines is to align the interests of each NEO with the long-term interests of the shareholders by ensuring that a material amount of each NEO’s accumulated wealth is maintained in the form of Common Shares. The minimum target levels of stock ownership established by position are as follows:
 
     
CEO
  5 times base salary plus target EMIP opportunity
Other NEOs
  3 times base salary plus target EMIP opportunity
 
The Compensation Committee believes that these stock ownership guidelines are generally more stringent than the competitive pay practices of our compensation peer groups since we include the annual target EMIP opportunity (in addition to base salary) when establishing the minimum amount of stock ownership desired, while most of the other members of our compensation peer groups look only at multiples of base salary. For purposes of achieving the desired level of stock ownership, the following forms of equity-based holdings are included:
 
  •  Common Shares held directly or indirectly in personal or brokerage accounts;
 
  •  Common Shares credited to an account under the ERP;
 
  •  Common Shares held in an account under the RSP;
 
  •  Restricted stock grants;
 
  •  Performance shares; and
 
  •  Grants of NSOs or SARs, both vested and unvested. For this purpose, the values of the NSO and SAR grants are based on the Black-Scholes value at the time of grant.


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According to the Company’s stock ownership guidelines, each NEO has five years from the date of hire or promotion to fully reach the appropriate ownership guideline for his or her position.
 
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