SUMMARY OF 2012 EXECUTIVE COMPENSATION
Exhibit 10.27
SUMMARY OF 2012 EXECUTIVE COMPENSATION
The Companys 2012 executive compensation, as approved by the Compensation Committee of the Board of Directors and the full Board of Directors, is substantially consistent with 2011 executive compensation and consists of cash bonuses and equity incentives. With the guidance of a compensation consultant, executive compensation was derived from third-party compensation survey data for comparable companies and executive positions and is based upon performance targets and payments tied to a percentage of base pay. The key elements of executive compensation are as follows:
Bonus Incentive Compensation:
Annual cash incentive bonuses are intended to compensate for the achievement of Company strategic, operational and financial goals and/or individual performance objectives. Amounts payable are discretionary and typically calculated as a percentage of the applicable executives base salary, with higher ranked executives typically being compensated at a higher percentage of base salary. Individual objectives are tied to the particular area of expertise of the employee and their performance in attaining those objectives relative to external forces, internal resources utilized and overall individual effort. The Compensation Committee works with the Chief Executive Officer to develop and approve the performance goals for each executive and the Company as a whole. The goals established by the Compensation Committee and the Board of Directors are based on the Companys historical operating results and growth rates, as well as expected future results, and are designed to require significant effort and operational success on the part of the executives and the Company. These bonus awards are in two levels based on the Company achieving certain specified operating metrics, including revenue and operating profit. The applicable bonus payable will be paid following the completion of 2012.
The following table sets forth the 2012 salary and bonus, assuming achievement of 100% of the target based on the foregoing criteria, for each of the Companys named executive officers (as defined in Item 402(a)(3) of Regulation S-K):
Name of Executive Officer | 2012 Base Salary | Cash Bonus (Assuming Achievement of 100% of Target) | ||||||
Michael K. Simon | $ | 371,000 | $ | 371,000 | ||||
James F. Kelliher | $ | 275,000 | $ | 148,000 | ||||
Seth L. Shaw | $ | 215,000 | $ | 185,000 | ||||
Marton B. Anka | $ | 260,000 | $ | 130,000 | ||||
Andrew F. Burton | $ | 230,000 | $ | 92,000 | ||||
Michael J. Donahue | $ | 230,000 | $ | 92,000 |
Equity Incentive Compensation:
The Companys equity award program is the primary vehicle for offering long-term incentives to its executives. In determining these awards, the Compensation Committee considers a number of factors, including the Companys overall performance, the applicable executives overall performance and contribution to the Companys overall performance, the size of awards granted to other executives and senior employees, the size of the available equity pool and the recommendations of management.
The following option grants to executives were granted under the Companys 2009 Stock Incentive Plan and have an exercise price of $39.13 per share, the closing price of the Companys common stock on February 17, 2012. The stock option grants to each executive officer vest in four equal installments over a four-year period commencing on the first anniversary of the date of grant:
Name | 2012 Stock Option Grants | |||
Michael K. Simon | 70,000 | |||
James F. Kelliher | 35,000 | |||
Seth L. Shaw | | |||
Marton B. Anka | 35,000 | |||
Andrew F. Burton | 35,000 | |||
Michael J. Donahue | 17,500 |
The following restricted stock units to executives were awarded under the Companys 2009 Stock Incentive Plan. The restricted stock unit, or RSU, awards have an effective date of February 24, 2012 and vest in three equal installments over a three-year period commencing on the first anniversary of the effective date:
Name | 2012 RSU Awards | |||
Michael K. Simon | 15,000 | |||
James F. Kelliher | 7,500 | |||
Seth L. Shaw | 7,500 | |||
Marton B. Anka | 7,500 | |||
Andrew F. Burton | 7,500 | |||
Michael J. Donahue | 3,750 |