Summary of Key Terms of Named Executive Officer Compensation Arrangements – Digimarc Corporation
This document outlines the compensation arrangements for Digimarc Corporation's named executive officers, including the CEO, CFO, and other top executives. The agreement specifies annual base salaries, target bonuses, and eligibility for equity awards. Bonuses are determined by company performance metrics and individual goals, with the Compensation Committee having discretion to adjust amounts. Equity awards, such as stock options and restricted stock, are subject to vesting and performance conditions. The CEO has a written employment agreement, while other executives have informal arrangements reviewed annually.
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Exhibit 10.19
Summary of Key Terms of Named Executive Officer Compensation Arrangements
Digimarc has a written employment agreement with its Chief Executive Officer, Bruce Davis, that governs the minimum terms of his compensation and is filed as an exhibit to Digimarc's annual report on Form 10-K. The Compensation Committee of Digimarc's Board of Directors may establish compensation for Mr. Davis that exceeds the minimums established by his employment agreement.
Digimarc's other named executive officers are compensated pursuant to oral, informal compensation arrangements. The Compensation Committee determines annually the compensation of each named executive officer. The primary elements of Digimarc's compensation arrangements with its named executive officers consist of an annual base salary, annual cash bonus and equity compensation awards.
The following table sets forth the base salary and annual bonus target amount for each named executive officer for 2008.
| Name and Principal Positions | 2008 Base Salary | 2008 Annual Bonus Target | ||||
|---|---|---|---|---|---|---|
| Bruce Davis, Chief Executive Officer/Chairman of the Board of Directors | $ | 410,000 | $ | 328,000 | ||
| Michael McConnell, Chief Financial Officer and Treasurer | $ | 260,000 | $ | 143,000 | ||
| Robert Eckel, President, Government Programs | $ | 270,000 | $ | 148,500 | ||
| Robert Chamness, Chief Legal Officer and Secretary | $ | 250,000 | $ | 137,500 | ||
| Reed Stager, Executive Vice President | $ | 250,000 | $ | 137,500 | ||
For Mr. Davis, 30% of his bonus will be calculated based on Digimarc's revenue growth targets in 2008, 25% of his bonus will be calculated on Digimarc's EBITDAS (earnings before interest, taxes, depreciation, amortization and share-based compensation expense) targets for 2008, and 30% of his bonus will be calculated based on the achievement of individual performance goals. For Mr. McConnell, 20% of his bonus will be calculated based on Digimarc's revenue growth targets in 2008, 45% of his bonus will be calculated on Digimarc's EBITDAS targets for 2008, and 20% of his bonus will be calculated based on the achievement of individual performance goals. For Mr. Eckel and Mr. Stager, 45% of the bonus will be calculated based on Digimarc's ID and digital watermarking revenue growth targets respectively for 2008, 20% of the bonus will be calculated on Digimarc's EBITDAS targets for 2008, and 20% will be calculated based on the achievement of individual performance goals. For Mr. Chamness, 20% of his bonus will be calculated based on Digimarc's revenue growth targets in 2008, 25% of his bonus will be calculated on Digimarc's EBITDAS targets for 2008, and 40% of his bonus will be calculated based on the achievement of individual performance goals. An additional 15% of each executive's bonus will be calculated based on the achievement of significant events in 2008 that place the Company on track for projected revenue growth in 2009 and beyond. The Compensation Committee may increase the bonus payments above the target amount for significant performance that exceeds the applicable performance goals.
The named executive officers are also eligible to participate in Digimarc's equity compensation plans, and generally receive annual awards of options, restricted stock and/or performance vesting shares under these plans at the discretion of the Compensation Committee. Options and restricted stock awards generally vest over a four-year period following the date of grant. Performance vesting shares generally vest or terminate on the achievement of one or more specified performance goals. Specific terms of option grants are governed by a Stock Option Award Agreement between Digimarc and each named executive officer. Specific terms of restricted stock awards and performance vesting share awards are governed by a Restricted Stock Agreement and Performance Vesting Share Agreement, respectively, between Digimarc and each named executive officer.
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- Exhibit 10.19
