VLTR » Topics » Compensation Committee

This excerpt taken from the VLTR DEF 14A filed Mar 20, 2009.

Compensation Committee

The Compensation Committee reviews and approves the overall compensation strategy and policies for Volterra. For this purpose, the Compensation Committee performs several functions, including:

 

   

reviewing and approving the compensation of our Chief Executive Officer;

 

   

reviewing and approving the compensation policies, plans and programs for our executive officers and other senior management, as well as our overall compensation plans and structure;

 

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recommending to our Board the compensation for our independent directors; and

 

   

overseeing the administration of our stock plans and employee benefit plans.

The Committee may form and delegate its authority to separate committees, as it deems appropriate. Volterra also has a Non-Officer Stock Option Committee, which is a sub-committee of the Compensation Committee and is currently composed of Volterra’s Chief Executive Officer, Jeffrey Staszak and Volterra’s Vice-President of Finance and Chief Financial Officer, Mike Burns. The Non-Officer Stock Option Committee may award stock options to new employees, excluding employees who are officers, subject to certain guidelines approved by the Compensation Committee. Volterra’s policy is that all grants made by the Non-Officer Stock Option Committee are to be reviewed and ratified by the Compensation Committee at its next scheduled meetings.

The Committee also has the authority to retain any compensation consultant to assist it in the valuation of compensation for directors or Volterra officers. The Committee directly engaged Compensia, Inc. (“Compensia”), an independent compensation consultant, to advise it on a project or hourly basis with respect to its compensation decisions for 2008.

Three directors currently comprise the Compensation Committee: Dr. Ross and Mssrs. Paisley and Winn. Dr. Ross serves as chairperson. All members of Volterra’s Compensation Committee are independent (as independence is currently defined in Rule 4200(a)(15) of the Nasdaq listing standards) and all of the members are “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Compensation Committee met seven times and acted by unanimous written consent one time during 2008. The Compensation Committee charter can be found at the Governance – Committee Composition section of our corporate website at http://investors.volterra.com.

This excerpt taken from the VLTR DEF 14A filed Mar 18, 2008.
Compensation Committee
 
The Compensation Committee of the Board reviews and approves the overall compensation strategy and policies for Volterra. For this purpose, the Compensation Committee performs several functions, including:
 
  •  reviewing and approving the compensation of our chief executive officer;
 
  •  reviewing and approving the compensation policies, plans and programs for our executive officers and other senior management, as well as our overall compensation plans and structure;
 
  •  recommending to our Board the compensation for our independent directors; and
 
  •  administering our stock plans and employee benefit plans.
 
Volterra also has a Non-Officer Stock Option Committee, which is a sub-committee of the Compensation Committee and is currently composed of Volterra’s Chief Executive Officer, Jeffrey Staszak and Volterra’s Vice-President of Finance and Chief Financial Officer, Mike Burns. The Non-Officer Stock Option Committee may award stock options to new employees, excluding employees who are executive officers, subject to certain guidelines approved by the Board. Volterra’s policy is that all grants made by the Non-Officer Stock Option Committee are to be reviewed and ratified by the Compensation Committee at its next scheduled meetings.


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Three directors currently comprise the Compensation Committee: Dr. Ross and Mssrs. Paisley and Winn. Dr. Ross serves as chairperson. All members of Volterra’s Compensation Committee are independent (as independence is currently defined in Rule 4200(a)(15) of the Nasdaq listing standards) and at least two of the members are “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Compensation Committee met eight times and acted by unanimous written consent three times during 2007. The Compensation Committee charter can be found at the Governance — Committee Composition section of our corporate website at http://investors.volterra.com.
 
This excerpt taken from the VLTR DEF 14A filed Apr 24, 2007.
Compensation Committee
 
The Compensation Committee of the Board reviews and approves the overall compensation strategy and policies for the Company. For this purpose, the Compensation Committee performs several functions, including:
 
  •  reviewing and approving the compensation of our chief executive officer;
 
  •  reviewing and approving the compensation policies, plans and programs for our executive officers and other senior management, as well as our overall compensation plans and structure;
 
  •  recommending to our Board the compensation for our independent directors; and
 
  •  administering our stock plans and employee benefit plans.
 
The Company also has a Non-Officer Stock Option Committee, which is a sub-committee of the Compensation Committee and is composed of the Company’s Chief Executive Officer, Jeffrey Staszak and the Company’s Vice-President of Finance and Chief Financial Officer, Greg Hildebrand. The Non-Officer Stock Option Committee may award stock options to new employees, excluding employees who are executive officers, subject to certain guidelines approved by the Board. The Company’s policy is that all grants made by the Non-Officer Stock Option Committee are to be reviewed and ratified by the Compensation Committee at its next scheduled meetings.
 
Three directors currently comprise the Compensation Committee: Messrs. Paisley and Winn and Dr. Ross. Dr. Ross serves as chairperson. All members of the Company’s Compensation Committee are independent (as independence is currently defined in Rule 4200(a)(15) of the Nasdaq listing standards). The Compensation Committee met five times and acted by unanimous written consent one time during 2006. The Compensation Committee charter can be found at the Governance — Committee Composition section of our corporate website at http://investors.volterra.com.
 
This excerpt taken from the VLTR DEF 14A filed Apr 20, 2006.
Compensation Committee
      The Compensation Committee of the Board reviews and approves the overall compensation strategy and policies for the Company. For this purpose, the Compensation Committee performs several functions, including:
  •  reviewing and approving the compensation of our chief executive officer;
 
  •  reviewing and approving the compensation policies, plans and programs for our executive officers and other senior management, as well as our overall compensation plans and structure;
 
  •  recommending to our Board the compensation for our independent directors; and
 
  •  administering our stock plans and employee benefit plans.
      The Company also has a Non-Officer Stock Option Committee, which is a sub-committee of the Compensation Committee and is composed of the Company’s Chief Executive Officer, Jeffrey Staszak. The Non-Officer Stock Option Committee may award stock options to new employees, excluding employees reporting directly to the Chief Executive Officer, subject to certain guidelines approved by the Board. The Company’s policy is that all grants made by the Non-Officer Stock Option Committee are to be reviewed and ratified by the Compensation Committee at its quarterly meetings.
      Three directors currently comprise the Compensation Committee: Messrs. Paisley and Winn and Dr. Ross. Dr. Ross serves as chairperson. Mr. Branscum was a member of the Compensation Committee until May 18, 2005. All members of the Company’s Compensation Committee are independent (as independence is currently defined in Rule 4200(a)(15) of the Nasdaq listing standards). The Compensation Committee met seven times during 2005. The Compensation Committee charter can be found on our corporate website at http://investors.volterra.com.
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