This excerpt taken from the VRSN DEF 14A filed Apr 10, 2006.
Chief Executive Officer Compensation
In establishing the compensation level of Mr. Sclavos, VeriSigns Chief Executive Officer, for fiscal 2005 the Committee applied the compensation philosophy described above and considered market data provided by an independent consultant. In February 2005, the Committee set Mr. Sclavos base salary at $825,000. In August 2005, the Committee increased Mr. Sclavos base salary to $900,000 in order to bring his salary within an appropriate range above the median indicated by the available market data. His target bonus opportunity for 2005 was 110% of base salary up to a maximum of 200% of base salary. Based on his performance in achieving
specified corporate goals and individual and team objectives in 2005, Mr. Sclavos received a bonus of $1,160,027.47 in March 2006, which represents approximately 117% of his target bonus. In addition, the Compensation Committee also awarded Mr. Sclavos long-term incentive compensation in November 2005 of 385,300 stock options and 86,000 restricted stock units that vest over four year as described above.
This excerpt taken from the VRSN DEF 14A filed Apr 26, 2005.
Chief Executive Officer Compensation
Mr. Sclavos base salary, target bonus, bonus paid and long-term incentive awards for 2004 were determined by us in a manner consistent with the factors described above for all executive officers. Mr. Sclavos base salary for 2004 was set at the annual rate of $750,000; he was eligible for a target bonus of $750,000, up to a maximum of $1,500,000. Mr. Sclavos long-term incentive award for 2004 consisted of a grant of options to purchase 650,000 shares of VeriSign common stock and 125,000 restricted stock units. In order to more effectively align these awards with the maximization of long-term shareholder value, a majority of the options were granted at exercise prices above fair market value, while most of the restricted stock units vest in the last two years of the four-year vesting period. Specifically, options with respect to 400,000 shares were granted at an exercise price of 5% above the fair market value of our common stock on the date of grant, and 100,000 of the restricted stock units will vest over a four-year period as follows: 10% on the first anniversary, 20% on the second anniversary, 30% on the third anniversary, and 40% on the fourth anniversary of the date of grant. Mr. Sclavos was paid a bonus in 2004 in accordance with VeriSigns regular bonus plan based on VeriSigns actual performance in fiscal year 2003 in achieving corporate financial and other targets described above as compared to planned results for these criteria. We also considered Mr. Sclavos achievement of his individual objectives. An important aspect of VeriSigns continued success was, and will continue to be, Mr. Sclavos leadership in developing and articulating the long-term strategic direction of VeriSign, as well as his continued attention to the development of the appropriate senior management team to support and execute that strategy. Finally, in considering competitive compensation practices with respect to Mr. Sclavos total compensation, we paid particular attention to the compensation practices of competitor companies and sought to assure that Mr. Sclavos total compensation was appropriate relative to the total compensation paid to the chief executive officers at similarly situated companies.
We have reviewed all components of Mr. Sclavos and our executive officers compensation, including salary, bonus, and long-term equity compensation. Based on this review, the compensation committee finds Mr. Sclavos and our executive officers total compensation to be reasonable.