Executive Officer and Director Compensation Arrangements for Intevac, Inc.
This document outlines the compensation arrangements for Intevac, Inc.'s executive officers and non-employee directors. Executive officers are employed at will and receive specified annual salaries, with some eligible for incentive bonuses based on company or segment profits. Non-employee directors receive annual retainers and additional fees for committee roles. Certain executives have change of control agreements providing benefits if terminated after a change in company control. Stock options or restricted stock may be granted at the Compensation Committee's discretion, but there is no obligation for future awards.
EXHIBIT 10.18
COMPENSATORY ARRANGEMENTS OF EXECUTIVE OFFICERS AND DIRECTORS
Each of our executive officers is employed on an at will basis. The current annual salaries of our executive officers are set forth in the chart below:
| Executive Officers | Title | Salary | Incentive Component | |||||
| Robert E. Matthiessen | President, CEO and Director | $317,242 | 1.5% of consolidated pre-tax profits plus 1.5% of each product segment's pre-tax profits. | |||||
|
|
|
|
| |||||
| Hugh T. Regan, Jr. | Secretary, Treasurer and CFO | $224,422 | Discretionary (1) | |||||
|
|
|
|
| |||||
| Daniel J. Graham | Sr. Vice President, General Manager - Mechanical Products Segment and General Manager-Electrical Products Segment | $220,000 | 2.5% of pre-tax profits of the Mechanical Products segment and 2.5% of pre-tax profits of the Electrical Products segment | |||||
|
|
|
|
| |||||
| James Pelrin | Vice President and General Manager-Thermal Products Segment | $220,000 | 2.5% of pre-tax profits of the Thermal Products segment. | |||||
|
|
|
|
| |||||
| Alyn R. Holt | Executive Chairman | $180,180 | None | |||||
|
|
|
|
| |||||
| (1) | Subject to the company having consolidated pre-tax profits and subject to the recommendation of the Chief Executive Officer and the approval of the Compensation Committee of the Board of Directors. | |||||||
Each of the foregoing officers receives our standard benefits package. Messrs. Matthiessen, Regan, Graham and Pelrin are parties to Change of Control Agreements with us that provide for the payment of certain benefits upon the executive's termination of employment following a change of control, as defined therein.
Directors who are not also our officers (each a "non-employee director") currently receive an annual retainer of $25,000 (Steven J. Abrams, Esq., Stuart F. Daniels, Ph.D., William Kraut, and James W. Schwartz, Esq.). Non-employee members of the Executive Committee are paid an additional annual retainer of $15,000 (Dr. Daniels and Mr. Schwartz). The chairmen of the committees of the Board are paid an additional annual fee as follows: the Chairman of the Audit Committee is paid an additional annual fee of $15,000 (Mr. Kraut); the Chairman of the Compensation Committee is paid an additional annual fee of $10,000 (Dr. Daniels); the Chairman of the Intellectual Property Committee is paid an additional annual fee of $75,000 (Dr. Daniels); and the Chairman of the Nominating and Corporate Governance Committee is paid an additional annual fee of $10,000 (Mr. Abrams).
In addition, directors, executive officers and other key employees may be eligible to receive stock options or restricted stock awards from time to time pursuant to the Company's 2007 Stock Plan (incorporated by reference as Exhibit 10.6 to this Report). Awards of restricted stock were made during 2013 to our executive officers (other than Mr. Holt) on October 29, 2013 and, upon their election on January 8, 2013, to our two new directors. There are no agreements obligating the Company to make any such award at any time, so future awards remain at the discretion of the Compensation Committee.
