COVENTRY HEALTH CARE, INC. ("COVENTRY") Summary of Named Executive Officers’ Compensation
Exhibit 10.11
COVENTRY HEALTH CARE, INC. ("COVENTRY")
Summary of Named Executive Officers’ Compensation
Base Salary
The following table sets forth the current annual base salaries provided to Coventry’s Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers (“Named Executive Officers”):
| Executive Officer | Current Salary |
| Dale B. Wolf, Chief Executive Officer | $965,000 |
| Shawn M. Guertin, Executive Vice President, Chief Financial Officer, and Treasurer | $570,000 |
| Thomas P. McDonough, President | $885,000 |
| Francis S. Soistman, Jr., Executive Vice President, Government & Individual Plans | $600,000 |
| Thomas C. Zielinski, Executive Vice President and General Counsel | $475,000 |
Executive Management Incentive Plan
2007 Criteria and Incentives
Coventry’s Chief Executive Officer, Chief Financial Officer, and three other most highly compensated officers were eligible in 2007 to receive a non-equity incentive award under Coventry’s 2007 Executive Management Incentive Plan (the “2007 EMIP”) which was previously filed as Exhibit 10.1 to Coventry’s Current Report on Form 8-K filed on November 7, 2006. For fiscal year 2007, incentives under the 2007 EMIP were based on the attainment of budgeted EPS (earnings per share) and year-over-year EPS growth. The incentives paid to Coventry’s Chief Executive Officer and other named executive officers for performance in fiscal year 2007 are set forth below:
| Executive Officer | Incentive for 2007 |
| Dale B. Wolf, Chief Executive Officer | $2,100,000 |
| Shawn M. Guertin, Executive Vice President, Chief Financial Officer, and Treasurer |
$ 600,000 |
| Thomas P. McDonough, President | $ 400,000 |
| Francis S. Soistman, Jr., Executive Vice President, Government & Individual Plans | $ 850,000 |
| Thomas C. Zielinski, Executive Vice President and General Counsel | $ 405,000 |
2008 Criteria
Pursuant to Coventry’s 2008 Executive Management Incentive Plan (the “2008 EMIP”), which was previously filed as Exhibit 10.1 to Coventry’s Current Report on Form 8-K, filed on December 18, 2007, the Compensation Committee of Coventry’s Board of Directors approved the incentive criteria for fiscal year 2008 under the 2008 EMIP. For fiscal year 2008, as with fiscal year 2007, incentives under the 2008 EMIP will be predicated on budgeted earnings per share targets and year-over-year EPS growth.
2006 Mid-Term Executive Retention Program
In addition to their base salaries and incentives, Coventry’s Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers were also eligible to receive an annual cash and stock equivalent allocation to an account under the 2006 Mid-Term Executive Retention Program, effective July 1, 2006, a copy of which is filed as Exhibit 10.1 to Coventry’s Current Report on Form 8-K filed on May 24, 2006. The amount of the allocation was a percentage of base salary and incentive earned for the prior year and ranges from 0% to 55%, based on performance. Each account will fully vest on July 1, 2009 and will be paid out in cash, subject to the attainment of pre-established performance criteria for each performance period. In the event the performance criteria are not met in any period, the award for that period is forfeited. For the twelve-month period ended December 31, 2007, the performance criteria were based on the attainment of budgeted EPS. The performance criteria for the twelve months ended December 31, 2007 were met, and the participants were credited the following amounts in accounts under the 2006 Mid-Term Executive Retention Program:
| Executive Officer | 2007 Allocation | 2007 Stock Equivalent Allocation |
| Dale B. Wolf, Chief Executive Officer | $1,275,000 | $446,226 |
| Shawn M. Guertin, Executive Vice President, Chief Financial Officer, and Treasurer | $ 390,000 | $136,486 |
| Thomas P. McDonough, President | $ 634,000 | $221,907 |
| Francis S. Soistman, Jr., Executive Vice President, Government & Individual Plans | $ 490,000 | $171,489 |
| Thomas C. Zielinski, Executive Vice President and General Counsel | $ 271,250 | $ 94,952 |
Coventry intends to make a similar allocation to each account in 2008, with such allocations to be subject to similar vesting and performance criteria.
Other Benefit Plans and Arrangements
Coventry’s Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers are also eligible to:
|
| • | Participate in Coventry’s long-term incentive plan under its 2004 Incentive Plan, as amended, a copy of which is filed as Exhibit 10.1 to Coventry’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed on November 8, 2006, which can be in the form of stock options, stock appreciation rights, restricted stock, performance awards, other stock-based awards or cash; and |
|
| • | Participate in Coventry’s 401(k) Restoration and Deferred Compensation Plan, as amended, a copy of which is filed as Exhibit 10.31 to Coventry’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed on March 16, 2005, Exhibit 10 to Coventry’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on August 9, 2005, and Exhibit 10.29.3 to Coventry’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed herewith. |
