EXECUTIVE COMPENSATION
Overview of Compensation Program
The Compensation Committee of the Board
is responsible for establishing and implementing our compensation philosophy. The Compensation Committee believes that the total compensation paid to our executive officers should be and is fair, reasonable and competitive. Throughout this proxy
statement, the individuals who served as our Chief Executive Officer and the other executive officers included in the Summary Compensation Table on page 14, are referred to as the “Named Executive Officers.”
Compensation Philosophy and Objectives
The Compensation Committee believes that executive officer compensation be structured to provide competitive base salaries and benefits to attract and retain superior employees and to provide short- and
long-term incentive compensation to incentivize executive officers to attain, and to reward executive officers for attaining, established financial goals that are consistent with increasing stockholder value. The Compensation Committee uses a
combination of cash bonuses and retention based equity awards as key components in the short- and long-term incentive compensation arrangements for executive officers, including the Named Executive Officers.
The Compensation Committee’s goal is to maintain compensation programs that are competitive within our industry and geographic
market. Each year, the Compensation Committee reviews the executive compensation program with respect to the external competitiveness of the program, the linkage between executive compensation and the creation of stockholder value, and determines
what changes, if any, are appropriate.
In determining the form and amount of compensation payable to Named Executive
Officers, the Compensation Committee is guided by the following objectives and principles:
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Compensation levels should be sufficiently competitive to attract and retain key executives. We aim to ensure that our executive compensation program
attracts, motivates and retains high performance talent and rewards them for our achieving and maintaining a competitive position in our industry and geographic market. Total compensation (i.e. maximum achievable compensation) should increase with
position and responsibility. |
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Compensation should relate directly to performance and incentive compensation should be a portion of total compensation. We aim to foster a
pay-for-performance culture, with the bonus portion of total compensation being “at risk.” Accordingly, absent unusual circumstances, any bonus payable as part of total compensation should be tied to and vary with our financial,
operational and strategic performance, as well as individual performance. Bonuses should not be granted if these goals and results are not achieved. |
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Long-term incentive compensation should align executives’ interests with our stockholders. Awards of equity-based compensation encourage
executives to focus on our long-term growth and prospects, and incentivize executives to manage the company from the perspective of stockholders with a meaningful stake in us, as well as to focus on long-term career orientation.
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Our executive compensation program is designed to reward the achievement of goals regarding growth,
productivity and profitability, including such goals as:
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To assist the Company in achieving and surpassing its internal targets and budgets, including quarterly financial and operating targets.
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To recruit, motivate and exhibit leadership that aligns employees’ interests with that of our stockholders. |
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To develop business models and systems that seek out strategic opportunities, which benefit us and our stockholders. |
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To implement a culture of compliance and commitment to operate our business with the highest standards of professional conduct and compliance.
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