This excerpt taken from the VLKAY 10-K filed Mar 22, 2010.
We view executive officer base salaries as a tool that provides executives with a reasonable base level of monthly income relative to the jobs they are doing and market-competitive salaries. The compensation committee participates in deliberations with respect to base salary, and then makes recommendations to the Board for the compensation of the Chief Executive Officer, Chief Financial Officer and other executive officers as it may determine. The entire Board then sets final salaries for the Chief Executive Officer and the Chief Financial Officer. Base salary is paid for ongoing performance throughout the year and is determined based on job function and each executives contribution to our performance and achievement of our overall business objectives.
This excerpt taken from the VLKAY 10-K filed Mar 22, 2010.
Base salary compensates each Executive for the primary responsibilities of his position. Base salaries for 2009 for Messrs. Baughman, Dahmus and Naccarato were $360,000; $275,000; and $303,188, respectively. In addition, in connection with our special 2009 compensation plan (as described above), Messrs. Baughmans, Dahmus and Naccaratos base salaries were increased, effective January 1, 2010, to $370,800, $283,250 and $312,284, respectively.
This excerpt taken from the VLKAY 10-K filed Mar 19, 2010.
2. BASE SALARY
Your base salary is $334,800.00 per year, less payroll deductions and all required withholdings, which will be subject to annual review. You will be paid bi-weekly and you will be eligible for the following Company benefits: medical insurance, vacation, sick leave, holidays, long-term disability, 401k plan, Employee Stock Purchase Plan and Deferred Compensation Plan. Details about these benefit plans are available for your review. The Company may modify benefits from time to time, as it deems necessary.
This excerpt taken from the VLKAY DEF 14A filed Feb 26, 2010.
The Compensation Committee maintained the base salaries of the NEOs for fiscal 2009 at the same levels as were applicable to fiscal 2008.
This excerpt taken from the VLKAY DEF 14A filed Feb 25, 2010.
Base salaries provide a minimum, fixed level of cash compensation for our executive officers. In establishing base salaries for our executive officers, including our Named Executive Officers, we considered the base salaries for similar positions as reflected in the Peer Group. Although we view the base salaries paid by companies in the Peer Group as useful comparative information, we do not require that our executive officers base salaries bear any particular relationship to salaries of executives in similar positions in the Peer Group. In establishing base salaries for the executive officers, the Committee takes into account not only the Peer Group information but also the responsibilities, skills and experience of the individual executive officer, the role he plays, the criticality and value of that role to Ciena, the executive officers past performance at Ciena and the performance evaluation and compensation recommendations of our CEO (with respect to each executive officer other than himself).
Between fiscal 2001 and fiscal 2007, the Committee increased the base salaries of our executive team only on limited occasions, with such increases typically made to recognize promotions or significant increases in responsibility. Market survey data provided by Compensia and considered by the Committee for a general view as to compensation trends indicated that, during this period, salary increases in a range of 4% to 5% per year were consistent with historical executive compensation practices in the market. In fiscal 2008, following its experience in hiring and negotiating compensation arrangements for two senior employees, the Committee raised executive base salaries to better align with market compensation and to ensure that our applicable base salaries continued to maintain a meaningful retentive element.
In August 2008, the Committee reviewed these increased fiscal 2008 base salaries for Cienas executive officers, as a group, and determined that they were generally competitive with the 50th to 60th percentiles of the same measures for the Peer Group. The Committee also reviewed the base salaries for each Named Executive Officer relative to the Peer Group and determined that our CEO and Arthur Smith were slightly below the 50th percentile and Stephen Alexander was above the 75th percentile. The Committee agreed that Mr. Alexanders base salary remained both reasonable and appropriate, given that the CEO and the Committee perceive him as critical to
Cienas future success in developing and setting Cienas strategic product and technology direction, particularly given his substantial industry knowledge and experience and extensive familiarity with Cienas engineering resources and strategic direction.. At that time, and in light of the data provided by Compensia, the Committee preliminarily considered an increase in the base salaries of certain Named Executive Officers, primarily to address any inequities relative to similarly situated executives in the Peer Group.
As the Committee continued to evaluate the appropriate level at which to set fiscal 2009 executive base salaries during the fall of 2008, market conditions dramatically worsened and Ciena began to closely scrutinize its use of cash across its business. As a result, the Committee determined not to increase the base salaries of our executive officers, including our Named Executive Officers, for fiscal 2009, with one exception. Specifically, the Committee recommended a base salary increase for Arthur Smith from $350,000 to $375,000 per year, based upon its assessment that Mr. Smith had successfully restructured Cienas operations and services functions, achieving considerable cost reductions and gross margin improvement, and had successfully taken on a leading management role for all of Cienas research and development functions. Mr. Smith elected not to accept this increase offered by the Committee and his annual base salary remained at $350,000 for fiscal 2009.
The base salary applicable to each Named Executive Officer for fiscal 2009 is set forth in the Target Total Cash Compensation table below.
This excerpt taken from the VLKAY DEF 14A filed Feb 22, 2010.
Base salaries are reviewed annually and adjusted, if appropriate, on a subjective basis based upon consideration of a number of factors including, but not limited to, the following for each executive officer: (1) accomplishments achieved during the year as compared to expected accomplishments, (2) ability to identify areas for the company's improvement and to achieve benefits from those improvements, (3) quality of decisions made, (4) ability to lead employees both in routine activities and in special projects, (5) change in performance as compared to the prior year, (6) perceived potential for future development and for assuming additional or alternative duties in the future, (7) the executive officer's background, training, education and experience, (8) the executive officer's role with us and the compensation paid to individuals in similar roles in companies that have characteristics similar to ours, (9) the market demand for specific expertise possessed by the executive officer, the executive officer's value to us and the likelihood we could find a suitable replacement on a timely and cost effective basis, (10) a comparison of the executive officer's pay to that of other individuals within our company and the relative responsibilities, titles, roles, experiences and capabilities of such other individuals, (11) the data about executive compensation trends and amounts that was prepared for our management by an independent compensation consulting firm, and (12) our financial position and operating performance throughout 2009. Currently, we limit the annual base salaries of our executive officers to $300,000. Subject to the limits we have on annual base salaries, we also adjust base salaries, as warranted, for promotions and other changes in the executive officer's role which may occur from time to time. In 2009, the annual base salaries for all the persons listed in the summary compensation table found elsewhere in this proxy statement, or our named executive officers, other than Mr. Mackey and Ms. Esposito, were increased.
This excerpt taken from the VLKAY DEF 14A filed Dec 21, 2009.
Historically, base salaries for senior executive officers have been reviewed on an annual basis and at the time of promotion or other increase in responsibilities. Increases in salary have been based on evaluation of such factors as the levels of responsibility, individual performance, experience, current pay, and Company peer group pay levels. In addition to the market data from the peer group and other sources, the Committee has considered other factors in arriving at or adjusting each executive officers base salary, including: (1) each executive officers scope of responsibilities; (2) each executive officers qualifications, skills and experience; (3) internal pay equity among senior executives; (4) individual job performance, including both impact on current financial results and contributions to building longer-term shareholder value and (5) with respect to executive officers other than the Chief Executive Officer, the recommendation of the Chief Executive Officer. During the past several years, salary adjustments for the Companys Chief Executive Officer and other senior executive officers have been effective as of the beginning of the calendar year following the Committees annual review in the fall of each year.
In October 2009 the Companys Board of Directors decided that as in the preceding year, salaries for the Companys Chief Executive Officer and other senior executive officers would not be raised during 2010. This decision was made in light of the Companys efforts to conserve resources and reduce costs during the ongoing recession and in light of the difficult business conditions and challenges facing the Company.
This excerpt taken from the VLKAY DEF 14A filed Dec 21, 2009.
Base salaries for executive officers are based on the scope of each individuals responsibilities and prior work experience, taking into account the competitive market compensation paid by other companies in our industry for similar positions and the overall market demand for such executives at the time of hire. The Compensation Committee believes that executive base salaries should generally track the range of salaries for executives in similar positions and with responsibilities in the companies of similar size to the Company represented in the peer group data the Compensation Committee reviews. In determining base salaries, the Compensation Committee considers not only the short term performance of the Company, but also the success of the executive officers in developing and executing the Companys strategic plans, developing management employees and exercising leadership in the development of the Company.
Generally all employees, including our executive officers, are eligible for an annual adjustment to base salary. The Compensation Committee reviews the base salary of our Chief Executive Officer and other executive officers based on the executives success in meeting or exceeding individual performance objectives and an assessment of whether significant corporate goals were achieved. The individual performance of our executive officers is determined based on the level of achievement of corporate goals including those related to their respective areas of responsibility as well as the officers management and development of people and his or her ability to motivate others, develop the skills necessary to facilitate the growth of SeraCare as it matures and initiate programs to enhance the Companys growth and success. Our corporate goals target the achievement of financial and operational milestones.
The Compensation Committee also realigns base salaries with market levels for the similar positions in similarly situated companies of comparable size to the Company. The Compensation Committee makes recommendations to the full Board of Directors on the base salaries of the Chief Executive Officer and all other executive officers. For all executive officers other than the Chief Executive Officer, the Compensation Committee also considers the recommendations and assessments of the Chief Executive Officer. The Compensation Committees recommendations as to increases in base salary for fiscal 2009 were reviewed and approved by the Board of Directors in November 2008. Based on the economic conditions last fall, the Compensation Committee approved managements proposal that there be no increase in their fiscal 2009 base salaries, and further determined in consultation with the executives, to reduce their cash base salaries temporarily by 5% annually (20% for the Chief Executive Officer and 15% for the Chief Financial Officer) and pay management in part for such reduction in shares of stock to further align their interests with the Companys in the last half of fiscal 2009. Additionally, the Compensation Committee may adjust base salaries as warranted throughout the year for promotions or other changes in the scope or breadth of an executives role or responsibilities.
Base salaries for the named executive officers are intended, in general, to approach median salaries for similarly situated executives among Peer Group companies. A number of additional factors are considered, however, in determining base salary, such as the executives individual performance, his or her experience, competencies, skills, abilities, contribution and tenure, internal compensation consistency, the need to attract new, talented executives, and the Companys overall annual budget. Base salaries are generally reviewed on an annual basis.
Base salary increases were granted to Mr. Bedrosian for $43,200 effective on September 1, 2008, Mr. Kearns for $8,482 effective on September 1, 2008, Mr. Smith for $7,757, effective on September 1, 2008, Mr. Schreck for $10,342 effective on September 1, 2008, and Mr. Sandiford for $3,350 effective on September 1, 2008, based on their performance.
The Companys base salary program is designed to provide competitive salaries to attract and retain key executive talent and to reward leadership effectiveness. Base salaries for executive officers are generally based on the following factors (none of which is given any particular weight), including:
Effective February 1, 2009, based on the factors described above, the Committee approved merit increases in the salaries for the named executive officers ranging from 3.0% - 4.4%. In addition to consideration of merit-based increases, the Committee reviewed the market pay data and determined to make certain market adjustments to base salaries that, when combined with annual incentives and long-term incentives, produce total target compensation that is consistent with the stated compensation philosophy. As a result of this review, the Committee approved additional base salary increases in the amount of 3.4% for Mr. Waltermire and Mr. Spotanski.
Base salaries are designed to provide regular recurring compensation for the fulfillment of the regular duties and responsibilities associated with job roles, and are paid in cash on a semi-monthly basis. The base salaries for our executive officers generally are established at the beginning of each fiscal year (but with annual adjustments effective on a calendar year basis) based on each individuals experience, an analysis of each individuals performance during the prior year, market factors including the salary levels of comparable positions in the medical device industry using credible third-party survey information, and other publicly available data of comparable companies. The base salaries for our executive officers are structured to be market-competitive and to attract and retain these key employees. An executives base salary is also determined by reviewing the executives other compensation to ensure that the executives total compensation is in line with our overall compensation philosophy.
The Compensation Committee reviews base salaries annually. The Compensation Committee establishes base salaries for executive officers (other than the Chief Executive Officer) based upon prior year performance reviews conducted by the Chief Executive Officer and his recommendations as presented to the Compensation Committee for approval or modification, in conjunction with available market data. Additionally, we may adjust base salaries as warranted throughout the year for promotions or other changes in the scope or breadth of an executives role or responsibilities. The base salary of the Chief Executive Officer is established by the Compensation Committee after consideration of the Chief Executive Officers performance for the prior year. As part of its determination, the Compensation Committee reviews the companys actual performance during the year, as well as available market data. The Committee also considered the relatively high equity ownership position in Rochester Medical that Mr. Conway maintains, which serves to partially offset the lower percentile for base compensation against the companys peers.
The Compensation Committee approved competitive base salary increases for our Named Executive Officers for fiscal year 2009 as follows:
(1) Base salary adjustments are effective January 1st of each year. The amounts listed above are amounts approved by the Compensation Committee for January through December and will differ from Base Salary amounts presented in the Summary Compensation Table, which lists amounts actually earned from October 1 through September 30.
For fiscal 2009, the Compensation Committee approved a 6% increase in base salary for our Chief Executive Officer in recognition of the companys financial performance in fiscal 2008, as well as in an effort to bring his base salary closer to those of executives in a similar position at comparable companies. The information provided by the Committees independent consultant in fiscal 2008 confirmed that the base salary compensation of our Chief Executive Officer was below market. The other Named Executive Officers received base salary increases of 4%, which were generally consistent with increases provided to other salaried employees of the company, with the exception of Mr. Carper, whose base salary was increased 8.3% in recognition of the increased executive role he was assuming as our Vice President of Marketing upon the retirement of Ms. Dara Lynn Horner.
Base salaries for executive officers are determined based on job responsibilities, level of experience and individual performance. In making its recommendations to the Board of Directors, the Compensation Committee reviews market data with respect to the Companys Peer Group to assess the competitiveness of the base salary of the Named Executive Officers as well as other senior officers. Such information is used as a point of reference; however, it is not the deciding factor in establishing appropriate base salaries due to the lack of precise comparability.
Merit pay adjustments to base salary are considered annually for each executive officer. When making adjustments to the base salary of the Chief Executive Officer, the Compensation Committee considers the job performance and contribution to the successful operation of Washington Federal by the Chief Executive Officer. When making adjustments to the base salaries of the other Named Executive Officers, the Compensation Committee relies upon the recommendation of the Chief Executive Officer. Executive
base salaries are intended to be at levels that will attract, retain and motivate the necessary management expertise to successfully execute the Companys business plan, but are not targeted at specific levels.
For 2009, Messrs. Beardall, Hedlund, Jacobson, Whitehead and Ms. Brower received increases in the range of 1% to 2% in their base salaries. The salary increases for the named executive officers were reflective of their individual performance and the Companys objectives regarding the level of base salaries paid to Company executives as described above. Base salaries paid to Messrs. Beardall, Hedlund, Jacobson, Whitehead and Ms. Brower represented 54%, 58%, 58%, 52% and 52%, respectively, of their total [cash] compensation.
Base Salary. The Compensation Committee generally reviews base salaries for executive officers (including the Named Executive Officers) at the beginning of each fiscal year. Annual salary increases, which are generally effective on February 1 of each year but may be effective later, are based on evaluation of each individuals performance and on his level of pay compared to that for similar positions at peer group companies, as indicated by the consultants reports and survey data. In recognition of worsening economic conditions, the Compensation Committee did not award any increases in the base salary of Named Executive officers for fiscal year 2009. On the contrary, in January 2009, the salaries of all executive officers (including the Named Executive Officers) were reduced by 10% as part of the Companys cost-cutting measures, and the Company match under the qualified savings plan was suspended in February 2009. Salaries were not be reinstated to their former level until November 1, 2009 and the match was not reinstated until November 16, 2009. The Compensation Committee also reviews and adjusts base salaries for executive officers at the time of any promotion or change in responsibilities.
Base salary is a standard compensation component we must pay to remain competitive in our industry. The Compensation Committee generally sets base salary and annual adjustments at levels considered appropriate for comparable NEO positions at companies in our peer comparator group. Base salaries are reviewed by the Compensation Committee on an annual basis in the fourth quarter of the fiscal year preceding the effectiveness of the change. Specifically, base salaries are reviewed and approved in September for an October effective date.
This excerpt taken from the VLKAY 8-K filed Dec 11, 2009.
Base Salary. Effective January 1, 2010, the base salary (the “Base Salary”) will be $330,000. The Base Salary is subject to annual adjustments beginning in July 2010, at the discretion of the Board, but in no event shall Employer pay Executive a Base Salary less than that set forth above, or any increased Base Salary later in effect, without the consent of Executive. The Base Salary shall be payable in installments in accordance with the general payroll practices of Employer, or as otherwise mutually agreed upon.”
(b) Section 4(e)(i) of the Agreement is amended and restated in its entirety to read as follows:
When $8 million cumulative is raised, the award is 210,000 stock options.
When $20 million cumulative is raised, the award is 390,000 stock options.
When $30 million cumulative is raised, the award is 600,000 stock options.
All awards vest equally over a three-year period from the trigger event. The Performance Option-Grant Awards options shall have a five year life. The exercise price shall $0.49 (forty-nine cents) each.”
3. Continued Validity. The Agreement (including the provisions of the Agreement not modified hereby), as modified by this Amendment No. 1, shall remain in full force and effect following the execution of this Amendment No. 1.
This excerpt taken from the VLKAY 20-F filed Dec 7, 2009.
The Named Executive Officers receive a base salary which is based primarily on the level of responsibility of the position, the qualifications and experience of the officer and market conditions. The base salary may be paid to the Named Executive Officer in the form of a consulting fee or in shares.
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These excerpts taken from the VLKAY 8-K filed Dec 3, 2009.
Base Salary) at the rate of $295,000 per year payable in accordance with the Companys customary payroll practices as in effect from time to time. Base Salary will be reviewed no less frequently than annually, and may be increased (but not decreased) in the sole discretion of the independent directors of the Board or the Compensation Committee of the Board (the
Base Salary) at the rate of $210,000 per year payable in accordance with the Companys customary payroll practices as in effect from time to time. Base Salary will be reviewed no less frequently than annually, and may be increased (but not decreased) in the sole discretion of the independent directors of the Board or the Compensation Committee of the Board (the
Base Salary) at the rate of $225,000 per year payable in accordance with the Companys customary payroll practices as in effect from time to time. Base Salary will be reviewed no less frequently than annually, and may be increased (but not decreased) in the sole discretion of the independent directors of the Board or the Compensation Committee of the Board (the
This excerpt taken from the VLKAY DEF 14A filed Dec 1, 2009.
The purpose of base salary is to reward demonstrated experience, skills and competencies relative to the market value of the job. Our Compensation Committee approves the base salaries of all of our executive officers. Base salaries are targeted at the median of our compensation peer group for comparable skills and experience, but the Compensation Committee allows for flexibility in setting salaries above or below the median amount based on the expertise, performance or proficiency of individual executive officers.
During its review of the base salaries of our executive officers for fiscal year 2009, the Compensation Committee considered:
The base salary levels of executive officers are typically considered annually as part of our performance review process, as well as upon an executive officers promotion or other change in an executive officers job responsibilities. Based on the Compensation Committees review of the executive officers salaries relative to the market data and the salaries of our other executive officers, the Compensation Committee determined that the salaries of each of the named executive officers was appropriately positioned and no salary adjustments would be made for our named executive officers during fiscal year 2009.
These excerpts taken from the VLKAY 8-K filed Nov 24, 2009.
Base Salary. As compensation in full for the services to be rendered by the Executive under this Agreement during the Term, the Corporation shall pay to the Executive a base salary at a monthly rate of Four Thousand Dollars ($4,000) per month (the “ Base Salary ”), which Base Salary shall be paid in accordance with the Corporation’s normal payroll procedures and policies. The Base Salary amount shall increase by Five Hundred Dollars ($500) after the last day of each of the Corporation’s fiscal quarters during the first fiscal year of this Agreement. The Base Salary amount shall be subject to annual review and increase (but not decrease) by the Compensation Committee of the Board.
Base Salary. As compensation in full for the services to be rendered by the Executive under this Agreement during the Term, the Corporation shall pay to the Executive a base salary at a monthly rate of Six Thousand Dollars ($6,000) per month (the “ Base Salary ”), which Base Salary shall be paid in accordance with the Corporation’s normal payroll procedures and policies. The Base Salary amount shall increase by One Thousand Dollars ($1,000) after the last day of each of the Corporation’s fiscal quarters during the first fiscal year of this Agreement. The Base Salary amount shall be subject to annual review and increase (but not decrease) by the Compensation Committee of the Board.
This excerpt taken from the VLKAY 8-K filed Nov 17, 2009.
Our Compensation Committee has established base salary compensation for our executive officers taking into account: (1) the officer’s equity interest in us; (2) our status as an early-stage development company; (3) competitive levels of compensation; and (4) our ability to pay at this stage of its funding cycle. Our Compensation Committee considers individual performance and salaries paid to executive officers of other biotechnology companies similar in size, stage of development and other characteristics. In making its recommendations, our Compensation Committee takes into account recommendations submitted by persons serving in a supervisory position over a particular executive officer. In July 2008, our Compensation Committee hired an outside consultant to review our executive compensation and compensation for positions in which we are currently recruiting in order to offer a competitive compensation package to new employees and in an effort to compensate our executives closer to competitive levels. The outside consultant utilized a well-established industry salary survey and benchmarked our executive salaries with salaries of companies of similar size and located in the San Francisco Bay Area. Due to the significant differences between market rates and our Fiscal Year 2007 executive base salaries, the Compensation Committee recommended a pro rata three-step increase (over three years) for Dr. Starr, our Chief Executive Officer, and a pro rata two-step increase (over two years) for Dr. Zankel, Ms. Tsuchimoto and Mr. Daley.
This excerpt taken from the VLKAY 6-K filed Nov 16, 2009.
The base salary review of each NEO takes into consideration the current competitive market conditions, experience, proven or expected performance, and the particular skills of the NEO. Base salary is not evaluated against a formal peer group. The Compensation Committee relies on the general experience of its members in setting base salary amounts.
This excerpt taken from the VLKAY DEF 14A filed Nov 13, 2009.
We provide Messrs. Schiller, Weyel, Griffin, Marchive and Reid (each a Named Executive Officer and together the Named Executive Officers) with an annual base salary to compensate them for services rendered during the year. Our goal is to set base salaries for our Named Executive Officers at levels that are competitive with Peer Companies for the skills, experience and requirements of similar positions in order to attract and retain top talent. We feel that this range supports competitive compensation and ensures retention. In order to ensure that each officer is appropriately compensated, the Remuneration Committee, when setting base salaries, considers individual performance, tenure and experience and our financial performance in addition to the compensation review of the Peer Companies. The individual base salary levels are generally reviewed each July and are adjusted as appropriate based on an analysis of current market salary levels at the Peer Companies, individual performance and experience and our financial performance.
For fiscal year 2009, the salaries of Messrs. Schiller, Weyel and Griffin were set in accordance with the Current Employment Agreements. In connection with the Remuneration Committees consideration of salaries for fiscal year 2009, and in line with our objective to provide competitive compensation subject to individual performance and experience, the annual salaries for Messrs. Schiller, Weyel and Griffin were increased, provided by the terms of the Current Employment Agreements, to $600,000, $490,000, and $325,000, respectively, with the foregoing amounts subject to annual review by the Remuneration Committee to ensure such amounts remain competitive relative to the Peer Companies. Following this annual review in July 2009, for fiscal year 2010 the annual salaries for Messrs. Marchive and Reid were increased to $258,000 from $255,000, but there were no increases in salaries for Messrs. Schiller, Weyel or Griffin. This review is performed as part of the annual establishment of bonus awards and establishments of targets for the forthcoming fiscal year. While the Companys stated goal for competitiveness of salaries is approximately the 75th percentile of the market, the adjustments made to the salaries of our Named Executive Officers positions them just below the market median as determined by Cogents competitive analysis.
Each Named Executive Officers base salary for the fiscal year ended June 30, 2009 is reported in the Summary Compensation Table under the Salary column.
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