Compensation Committee Practices and Procedures
The Compensation Committee determines and reviews the value and forms of compensation for the Named Executive Officers and other officers
based on the Compensation Committee members general knowledge and experience, as well as, if appropriate, commercially available compensation surveys prepared by third party firms or otherwise generally available.
The Compensation Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the
Compensation Committee. The Compensation Committee meets as often as it deems necessary or appropriate.
Role of Executive Officers in
The Compensation Committee makes all compensation decisions for all executive officers (which
includes the Named Executive Officers). The Compensation Committee actively considers, and has the ultimate authority of approving, recommendations made by the Chief Executive Officer regarding all equity awards to our employees. Our Chief Executive
Officer determines the non-equity compensation of management level employees who are not executive officers or officers.
Chief Executive Officer annually reviews the performance of each executive officer (other than the Chief Executive Officer whose performance is reviewed by the Compensation Committee). Based on these annual reviews, the Chief Executive Officer makes
recommendations to the Compensation Committee with respect to annual base salary adjustments and short- and long-term incentive compensation awards for such executive officers. The Compensation Committee then reviews these recommendations and
exercises its discretion in whether to accept such recommendations or to modify such recommendations as it deems appropriate. The Compensation Committee annually reviews the performance of the Chief Executive Officer and determines the total
compensation, including base salary, cash bonus and long-term equity compensation, for the Chief Executive Officer. The Chief Executive Officer does not participate in such determination.
Setting Executive Compensation
Based on the foregoing compensation
philosophy, the Compensation Committee has structured our annual, short- and long-term compensation to motivate executives to achieve the financial performance objectives we set and to incentivize the executives to achieve and exceed, and to reward
the executives for achieving and exceeding, such objectives. For fiscal year 2011, neither the Company nor the Compensation Committee retained the services of consulting firms or similar third party advisors in connection with the establishment,
structure or amount of executive compensation, nor did the Compensation Committee establish compensation levels based exclusively or primarily on benchmarking to our publicly-traded peers.
2011 Executive Officer Compensation Components
For the year ended December 31, 2011, the principal components of compensation for Named Executive Officers were:
performance-based incentive compensation, including both short-term cash incentive compensation and long term equity incentive compensation;
retirement and other benefits; and
perquisites and other personal benefits.