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This excerpt taken from the WSO DEF 14A filed May 8, 2009. Elements of Compensation Our compensation programs are based on three components: base salary, annual cash incentives and long-term, share-based compensation; each intended as an important piece of the overall compensation: Base Salary Base salary is used to attract and retain the executives and is determined considering the seniority of the individual, the functional role of the position, the level of the individual’s responsibility, the ability to replace the individual, etc. Salaries for the CEO, SVP, VP and CFO are reviewed by the Committee on an annual basis. Salaries for the subsidiary presidents are reviewed annually by the CEO. In addition, competitive market practices are considered with respect to the salaries. Changes to base salaries, if any, are driven primarily by individual performance. The salaries paid to the NEOs during 2008 are shown in the Summary Compensation Table presented in this proxy statement.
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Table of ContentsAnnual Cash Incentives Annual cash incentives are a significant component of executive compensation, reflecting our belief that management’s contribution to long-term shareholder returns (via increasing stock prices and dividends) comes from maximizing earnings and the potential of the Company. Long-Term Share-Based Compensation We have historically granted two types of long-term, share-based compensation: (1) non-qualified stock options and (2) awards of non-vested (restricted) stock. Grants are made to retain and motivate executives to improve the Company’s stock value. This excerpt taken from the WSO 10-K filed Apr 30, 2009. Elements of Compensation Our compensation programs are based on three components: base salary, annual cash incentives and long-term, share-based compensation; each intended as an important piece of the overall compensation: Base Salary Base salary is used to attract and retain the executives and is determined considering the seniority of the individual, the functional role of the position, the level of the individual’s responsibility, the ability to replace the individual, etc. Salaries for the CEO, SVP, VP and CFO are reviewed by the Committee on an annual basis. Salaries for the subsidiary presidents are reviewed annually by the CEO. In
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Table of Contentsaddition, competitive market practices are considered with respect to the salaries. Changes to base salaries, if any, are driven primarily by individual performance. The salaries paid to the NEOs during 2008 are shown in the 2008 Summary Compensation Table. Annual Cash Incentives Annual cash incentives are a significant component of executive compensation, reflecting our belief that management’s contribution to long-term shareholder returns (via increasing stock prices and dividends) comes from maximizing earnings and the potential of the Company. Long-Term Share-Based Compensation We have historically granted two types of long-term, share-based compensation: (1) non-qualified stock options and (2) awards of non-vested (restricted) stock. Grants are made to retain and motivate executives to improve the Company’s stock value. Stock Options Stock options provide executives with an opportunity to purchase our Common Stock at a price fixed on the grant date regardless of future market price. As of December 31, 2008, we maintained two share-based compensation plans. The 2001 Plan provides a broad variety of share-based compensation alternatives. This is a broad based plan that had a total of 181 participants as of December 31, 2008. To date, awards under the 2001 Plan consist of non-qualified stock options and non-vested (restricted) stock. We also maintain the 1991 Stock Option Plan (“1991 Plan”), which expired during 2001. Only non-qualified stock options are currently outstanding under the 1991 Plan. Options under the 2001 Plan and the 1991 Plan vest over two to five years of service. Vesting may be accelerated in certain circumstances prior to the original vesting date. There is a limited term in which the optionee can exercise stock options, known as the option term. Options under the 2001 Plan have an option term of five to ten years. Options under the 1991 Plan have a term of ten years. As discussed above, a stock option becomes valuable only if our Common Stock price increases above the option exercise price and the holder of the option remains employed during the period required for the option to “vest” thus, providing an incentive for an option holder to remain employed by us. No stock options were granted to the NEOs during 2008. Non-Vested (Restricted) Stock Awards of non-vested (restricted) stock are designed to focus on the long-term performance of the Company for the duration of an executive’s career and are subject to forfeiture until certain specified events occur (generally, retirement age, death, disability or a change in control). These features result in our ability to retain, throughout their entire careers, those individuals who are key to the creation of shareholder value. Non-vested (restricted) stock are shares of our Common Stock which may not be sold or disposed of, and which may be forfeited in the event of termination of employment, prior to the end of a restricted period. A participant granted non-vested (restricted) stock generally has all of the rights of a shareholder of the Company. Awards of non-vested (restricted) stock are granted at no cost to the employee. The grant date fair value of the non-vested (restricted) stock awarded to the NEOs during 2008 are shown in the 2008 Grants of Plan-Based Awards table. Authorization of Share-Based Awards The Committee approves the grant of share-based compensation to the CEO, SVP, VP and CFO. The Committee has delegated to the CEO the authority to grant options and make awards of shares under our stock plans to all other employees. The amounts granted to executives vary each year and are based on performance. Other than in connection with the CEO’s annual incentive opportunity, as discussed below, we do not have a formal policy or timetable for the granting of share-based compensation. Generally, we consider additional grants annually, during performance reviews or upon hiring. The exercise price for each award is the market value on the date of grant.
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Table of ContentsAdditional long-term incentive compensation information related to the NEOs is included in the 2008 Summary Compensation Table, the 2008 Grants of Plan Based Awards table and the Outstanding Equity Awards as of December 31, 2008 table. This excerpt taken from the WSO DEF 14A filed Apr 29, 2008. Elements of Compensation The Company’s compensation programs are based on three components: base salary, annual cash incentives and stock-based long-term compensation; each intended as an important piece of the overall compensation: Base Salary Base salary is used to attract and retain the executives and is determined using comparisons with industry competitors, companies of similar market value or other relevant factors including the seniority of the individual, the functional role of the position, the level of the individual’s responsibility, the ability to replace the individual, etc. Salaries for the CEO, SVP and CFO are reviewed by the Committee on an annual basis. Salaries for the subsidiary presidents are reviewed annually by the Company’s CEO. In addition, competitive market practices are considered with respect to the salaries. Changes to base salaries, if any, are driven primarily by individual performance. The salaries paid to the NEOs during fiscal year 2007 are shown in the Summary Compensation Table presented in this proxy statement. Annual Cash Incentives Annual cash incentives are a significant component of executive compensation, reflecting the Company’s belief that management’s contribution to long-term shareholder returns (via increasing stock prices and dividends) comes from maximizing earnings and the potential of the Company.
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Table of ContentsLong-Term Stock-Based Compensation The Company has historically granted two types of long-term, stock-based compensation: (1) non-qualified stock options and (2) awards of non-vested (restricted) common stock. Grants are made to retain and motivate executives to improve the Company’s stock value. This excerpt taken from the WSO DEF 14A filed Apr 27, 2007. Elements of Compensation The Company’s compensation programs are based on three components: base salary, annual cash incentives and stock-based long-term compensation; each intended as an important piece of the overall compensation: Base Salary Base salary is used to attract and retain the executives and is determined using comparisons with industry competitors, companies of similar market value or other relevant factors including the seniority of the individual, the functional role of the position, the level of the individual’s responsibility, the ability to replace the individual, etc. Salaries for the CEO, SVP and CFO are reviewed by the Committee on an annual basis. Salaries for the subsidiary presidents are reviewed annually by the Company’s CEO. In addition, competitive market practices are considered with respect to the salaries. Changes to base salaries, if any, are driven primarily by individual performance. The salaries paid to the NEOs during fiscal year 2006 are shown in the Summary Compensation Table presented in this proxy statement.
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Table of ContentsAnnual Cash Incentives Annual cash incentives are a significant component of executive compensation, reflecting the Company’s belief that management’s contribution to long-term shareholder returns (via increasing stock prices and dividends) comes from maximizing earnings and the potential of the Company. Long-Term Stock-Based Compensation The Company has historically granted two types of long-term, stock-based compensation: (1) non-qualified stock options and (2) awards of non-vested (restricted) common stock. Grants are made to retain and motivate executives to improve the Company’s stock value. | EXCERPTS ON THIS PAGE:
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