SLH » Topics » Base Salary

This excerpt taken from the SLH DEF 14A filed Oct 9, 2009.

Base Salary

We provide a base salary to our named executive officers to provide a fixed amount of compensation for their services during the year. Base salary is generally set between the 60th – 75th percentiles of our peer group and is set based on our expectations for the respective senior executive officer’s contribution to the growth in the value of our Company. Therefore, we consider the experience, skills, knowledge, past performance and responsibilities required of the senior executive officers in their roles. Other factors considered by the Compensation Committee include the years of service of the executive, the ability to replace the executive, the base salary at the executive’s prior employment, market data on similar positions with competitive companies as information becomes available to us informally through recruitment/search consultants in connection with our recent hiring efforts, and through our directors’ experience with other companies.

In October 2008, the Compensation Committee approved increases in the base salary of both Messrs. Aquila and Pearlstein. Based on information provided to the Compensation Committee by FWC and the fiscal 2009 peer group and effective in November 2008, Mr. Aquila’s annual base salary was increased from $675,000 to $710,000 and Mr. Pearlstein’s annual base salary was increased from $350,000 to $370,000, which base salaries were set at the 75th percentile for base salaries of similarly situated executives within the fiscal 2009 peer group and based on other information provided by FWC. The decision to set their salaries at the 75th percentile reflected the Compensation Committee’s assessment of their historical and anticipated future contributions to our performance and growth.

As stated above, Mr. Pearlstein served as a consultant to us from April 3, 2009 through June 30, 2009. Mr. Pearlstein provided services to us to facilitate the transition of his duties and responsibilities to Mr. Mendenhall. During the consulting period and pursuant to the terms of Mr. Pearlstein’s consulting agreement, his consulting fee was $50,000 per month, and we paid Mr. Pearlstein a total consulting fee of approximately $147,000 for his consulting services through June 30, 2009.

Mr. Mendenhall joined the Company as Chief Financial Officer effective March 31, 2009, and his base salary was set at $375,000.

In fiscal 2009, Mr. Giger’s annual base salary was increased from approximately $253,000 to $271,000 and Mr. Tartre’s annual base salary was increased from $275,000 to $282,400. Mr. Giger’s salary was not increased upon becoming a senior executive officer. The base salary increases for Messrs. Giger and Tartre resulted from our merit evaluation process for base salaries that generally applies to our employees and, in the case of Mr. Giger, recognition of additional operations responsibility for several of our EMEA operating companies. Mr. Brady’s base salary was not changed during fiscal 2009 and remained at $250,000. Based on information provided to the Compensation Committee by FWC and the fiscal 2009 peer group, the base salaries of Messrs. Tartre and Brady for fiscal 2009 were determined to be below the median for base salaries of similarly situated executives within the fiscal 2009 peer group. As Mr. Giger was determined to be a senior executive officer in late fiscal 2009, the Compensation Committee did not ask FWC to review Mr. Giger’s fiscal 2009 base salary.

This excerpt taken from the SLH DEF 14A filed Oct 14, 2008.

Base Salary

We provide a base salary to our named executive officers to provide a fixed amount of compensation for their services during the year. Base salary is generally set between the 60th – 75th percentiles of our peer group and is set based on our expectations of the respective executive officer’s substantially contributing to the growth in the value of our Company. Therefore, we consider the experience, skills, knowledge, past performance and responsibilities required of the executive officers in their roles. Other factors considered by the Compensation Committee include the years of service of the executive, the ability to replace the executive, the base salary at the executive’s prior employment, market data on similar positions with competitive companies as information becomes available to us informally through recruitment/search consultants in connection with our recent hiring efforts, and through our directors’ experience with other companies.

In September 2007, the Compensation Committee approved increases in the base salary of both Messrs. Aquila and Pearlstein. Based on Mercer information provided by management to the Compensation Committee, the Mercer peer group and other survey data provided by Mercer, our CEO’s base salary was slightly below the median and our CFO’s base salary was between the median and the 75th percentile prior to the salary increase. The Compensation Committee approved increases to their base salaries, taking into account the Mercer information reviewed by the Compensation Committee, their individual performance and our overall performance during fiscal 2007. Accordingly and effective October 1, 2007, Mr. Aquila’s base salary was set at $675,000 and Mr. Pearlstein’s base salary was set at $350,000, which base salaries were set at the 75th percentile for similarly situated executives within the Mercer peer group and based on the survey data provided by Mercer.

Mr. Tartre joined us in November 2007, and his base salary was $275,000. Mr. Tartre’s salary was not increased upon becoming an executive officer. Mr. Brady joined us in December 2007, and his base salary was $250,000. Mr. Brady’s salary was not increased upon becoming an executive officer. The base salaries of Messrs. Schwinn and Conway were increased by approximately $14,000 and $7,000, respectively, versus their base salaries for fiscal 2007. These increases resulted from our merit evaluation process for base salaries that generally applies to our employees in the United States.

This excerpt taken from the SLH DEF 14A filed Nov 5, 2007.

Base Salary

        We provide a base salary to our executive officers to compensate them for their full-time services during the year. Base salary is established based on our expectations of the respective executive officer's contributions to substantially contributing to the growth in the value of our company. Therefore, the compensation committee considers the experience, skills, knowledge, past performance and responsibilities required of the executive officers in their roles. When the board of managers of our limited liability company predecessor established the base salaries of the executive officers for the fiscal year ended June 30, 2007, it considered several factors, including the years of service of the individual, individual's duties and responsibilities, the ability to replace the individual, the base salary at the individual's prior employment, market data on similar positions with competitive companies as information becomes available to us informally through recruitment/search consultants in connection with our recent hiring efforts, and through our directors' experience with other affiliated portfolio companies. We seek to maintain base salaries that are competitive with the marketplace, to allow us to attract and retain executive talent.

        On April 13, 2006, we entered into an amended and restated senior management agreement with each of our named executive officers, other than Mr. Pearlstein, with whom we entered into an employment agreement. Mr. Aquila's base salary was adjusted pursuant to an amendment to his senior management agreement negotiated between him and the board of managers of our limited liability company predecessor in January 2007, at which time the board considered our performance since the Acquisition. The base salaries for the fiscal years ended June 30, 2006 and 2007 are set forth below.

 
  Base Salary Fiscal Year
Ended June 30,

Name

  2006
  2007
Tony Aquila   $ 303,650   $ 475,000
Jack Pearlstein(1)     53,077     300,000
John Schwinn     150,493     200,000
Michael D. Conway     154,705     200,000

(1)
Mr. Pearlstein joined us in April 2006 and prior to that received $87,910 from us for consulting services provided in connection with the Acquisition.

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This excerpt taken from the SLH 10-K filed Sep 17, 2007.

Base Salary

We provide a base salary to our executive officers to compensate them for their full-time services during the year. Base salary is established based on our expectations of the respective executive officer’s contributions to substantially contributing to the growth in the value of our company. Therefore, the compensation committee considers the experience, skills, knowledge, past performance and responsibilities required of the executive officers in their roles. When establishing the base salaries of the executive officers for the fiscal year ended June 30, 2007, a number of factors were considered, including the years of service of the individual, individual’s duties and responsibilities, the ability to replace the individual, the base salary at the individual’s prior employment, market data on similar positions with competitive companies as information becomes available to us informally through recruitment/search consultants in connection with our recent hiring efforts, and through our directors’ experience with other affiliated portfolio companies. We seek to maintain base salaries that are competitive with the marketplace, to allow us to attract and retain executive talent.

On April 13, 2006, we entered into an amended and restated senior management agreement with each of our named executive officers, other than Mr. Pearlstein, with whom we entered into an employment agreement. The base salaries for the fiscal years ended June 30, 2006 and 2007 are set forth below.

 

 

Base Salary
Fiscal Year Ended June 30,

 

Name

 

 

 

2006

 

2007

 

Tony Aquila

 

$

303,650

 

$

475,000

 

Jack Pearlstein (1)

 

53,077

 

300,000

 

John Schwinn

 

150,493

 

200,000

 

Michael D. Conway

 

154,705

 

200,000

 


(1)          Mr. Pearlstein joined us in April 2006 and prior to that received $87,910 from us for consulting services provided in connection with the Acquisition.

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