Blackboard Inc. 2004–2005 Executive Compensation Summary and Bonus Approval
Blackboard Inc.'s Board of Directors, following recommendations from the Compensation Committee, approved increases to the annual base salaries and set on-target bonus levels for key executive officers effective April 1, 2005. The bonuses for 2005 are tied to both company and individual or team performance, with adjustments based on results. The Board also authorized specific bonus payments for 2004 for several executives. This document outlines the compensation structure and approved payments for the named officers.
EXHIBIT 10.8
Summary of Approved 2004 and 2005 Compensation
On February 23, 2005, per the recommendations of the Compensation Committee, the Board of Directors of Blackboard Inc. (the “Board”) took the following actions:
Base Salary of Named Executive Officers
The Board approved increases to the annual base salary of the following executive officers, effective as of April 1, 2005:
| Name and Position | Annual Base Salary | |||
Michael L. Chasen | ||||
Chief executive officer, president | $335,000 | |||
Matthew L. Pittinsky | ||||
Chairman of the board of directors | $245,000 | |||
Peter Q. Repetti | ||||
Chief financial officer | $245,000 | |||
Matthew H. Small | ||||
Senior vice president for legal, general counsel | $195,000 | |||
On-Target Bonus
The Board approved the on-target bonus levels of the executive officers for fiscal 2005 set forth in the table below, the payment of which will be based on company performance measures and individual or team performance measures to be established by the Compensation Committee. The portion of the bonus payment attributable to company performance will vary depending on the officer, and the balance is attributed to individual or team performance. If company performance exceeds target, to the extent that an officer’s bonus is based on company performance, such officer’s bonus amount will be appropriately increased in accordance with the guidelines established by the Compensation Committee. Conversely, if company performance is below target, the portion of each executive’s bonus based on company performance will be decreased accordingly.
| On-Target Bonus | ||
Michael L. Chasen | 70% of Base Salary | |
Matthew L. Pittinsky | 50% of Base Salary | |
Peter Q. Repetti | 50% of Base Salary | |
Matthew H. Small | 50% of Base Salary |
2004 Bonus
The Board authorized the payment of the following bonus amounts in respect to the year ended December 31, 2004:
| 2004 Bonus Amount | ||
Michael L. Chasen | $205,000 | |
Matthew L. Pittinsky | $163,750 | |
Peter Q. Repetti | $155,500 | |
Matthew H. Small | $116,875 | |
Todd E. Gibby | $95,000 |
