Sentences with phrase «board compensation committees»

RESOLVED: Shareholders request the Board Compensation Committee prepare a report assessing the feasibility of integrating sustainability metrics, including metrics regarding diversity among senior executives, into the performance measures of the CEO under the Company's compensation incentive plans.

Not exact matches

The reason: The biggest investors, like mutual funds and pension funds that held more than half of all outstanding shares, showed no interest in quibbling with boards» compensation committees.

A CEO may subtly co-opt and manage a compensation committee so it is composed of «friendlies,» who are sympathetic to the CEO, and resist full board involvement.

You'll also need to have board committees charged with particular tasks, such as auditing and compensation.

After the financial crisis of 2008, the Dodd - Frank Act ensured that compensation consultants were hired by the board's compensation committee and not hired by or unduly influenced by the CEO or other management.

It supports voting «no» on the compensation plan and is advising against three board members, Compensation Committee Chair Wendy Cameron, Audit Committee Chair Neil Dimick, and Compliance Committee Chair Mcompensation plan and is advising against three board members, Compensation Committee Chair Wendy Cameron, Audit Committee Chair Neil Dimick, and Compliance Committee Chair MCompensation Committee Chair Wendy Cameron, Audit Committee Chair Neil Dimick, and Compliance Committee Chair Mark Parrish.

Not only that, but around a third of voting shares abstained from the reelection of every member of the board's compensation committee.

The Facebook board's compensation committee authorized Zuckerberg's security program, the filing said, «to address safety concerns due to specific threats to his safety arising directly as a result of his position as our founder, Chairman, and CEO.»

Sanger is a member of the board committee that, according to the firm's proxy statement, «oversees the company's incentive compensation practices so that they are consistent with the safety and soundness of the company.»

FORTUNE — Over the past three years, Alexis Herman, a Coca - Cola director and a member of the drink company's executive compensation committee, has received $ 2.9 million for her board work.

Sure, most boards have Compensation Committees now, and many big companies engage compensation consultants to do the relevant benchmarking and to make recoCompensation Committees now, and many big companies engage compensation consultants to do the relevant benchmarking and to make recocompensation consultants to do the relevant benchmarking and to make recommendations.

But a widely - cited statement from the company includes the following assertion: «The Personnel and Compensation Committee of the Board will carefully consider their input as we move forward.»

A central theme throughout the compensation debate has been that boards and compensation committees — particularly in the U.S. and U.K. (but also elsewhere)-- have been incapable or unwilling to address the uncontrolled disparity between pay of CEOs compared to that of other senior management and, in particular, the pay of average workers, even throughout the financial crisis.

Compensation committees and boards should insist on an industry - wide rigorous code of conduct for compensation consultants that is independently drafted and enforced, publicly accessible and to which all compensation consultants who advise these compensation committeeCompensation committees and boards should insist on an industry - wide rigorous code of conduct for compensation consultants that is independently drafted and enforced, publicly accessible and to which all compensation consultants who advise these compensation committeecompensation consultants that is independently drafted and enforced, publicly accessible and to which all compensation consultants who advise these compensation committeecompensation consultants who advise these compensation committeecompensation committees subscribe.

Exxon board member Bill George led a National Association of Corporate Directors Blue Ribbon Commission on «Executive Compensation and the Role of the Compensation Committee,» which included recommendations such as not offering contracts to executives (giving the board more flexibility in how it deals with the CEO's pay and tenure), which is reflected in the pay practices at ExxonMobil.

In the proxy for investors, the board's role in succession goes unmentioned, other than the compensation committee's role to «provide compensation and benefit programs that... support career development and succession goals.»

In a note to investors ISS wrote that «The current pay and performance misalignment driven by ongoing problematic pay practices indicates poor stewardship of the board's Compensation Committee.»

From 2005 through part of 2009, Google's compensation committee included members of Apple's board (Art Levinson) and Intel's (INTC) board (Paul Ottelini).

From 2008 to 2012, the board member in question — Susan Arnold, who chairs the compensation committee at Disney — received fees from Disney that were 70 % greater than the average received by Fortune 100 directors, according to an analysis by the Center for Economic Policy and Research (CEPR).

«The board accepts the result of today's non-binding vote and will take it under advisement for future CEO compensation,» Aylwin Lewis, chair of the board's compensation committee, said in a statement.

The Compensation Committee reviews and approves the compensation arrangements for Apple's executive officers, including the CEO, administers Apple's equity compensation plans, and reviews the Board's cCompensation Committee reviews and approves the compensation arrangements for Apple's executive officers, including the CEO, administers Apple's equity compensation plans, and reviews the Board's ccompensation arrangements for Apple's executive officers, including the CEO, administers Apple's equity compensation plans, and reviews the Board's ccompensation plans, and reviews the Board's compensationcompensation.

Our Board of Directors has established an Audit Committee, a Compensation Committee, and an Executive Committee.

In the future, our Compensation Committee and board of directors may consider awarding such additional or alternative forms of awards to our executive officers, although no decision to use such other forms of award has yet been made.

Accordingly, the Board approved the following cash retainers for 2016: $ 35,000 for the Chair of the Audit Committee; $ 30,000 for the Chair of the Compensation Committee; and $ 25,000 for the Chair of the Nominating Committee.

After the end of the fiscal year, upon recommendation of the Compensation Committee after reviewing peer company market data supplied by the Compensation Committee's independent compensation consultant, the Board increased the additional cash retainer for the Chair of eacCompensation Committee after reviewing peer company market data supplied by the Compensation Committee's independent compensation consultant, the Board increased the additional cash retainer for the Chair of each cCommittee after reviewing peer company market data supplied by the Compensation Committee's independent compensation consultant, the Board increased the additional cash retainer for the Chair of eacCompensation Committee's independent compensation consultant, the Board increased the additional cash retainer for the Chair of each cCommittee's independent compensation consultant, the Board increased the additional cash retainer for the Chair of eaccompensation consultant, the Board increased the additional cash retainer for the Chair of each committeecommittee.

Non-Employee Directors do not receive any other compensation for serving on any committee or attending Board or committee meetings.

Our Board and Compensation Committee are best positioned to determine the appropriate factors to evaluate executive cCompensation Committee are best positioned to determine the appropriate factors to evaluate executive compensationcompensation.

The Compensation Committee and the independent members of the Board also evaluated the cost to us of these arrangements and the potential payout levels to each affected executive under various scenarios.

The Compensation Committee of the Board of Directors determines the compensation for our executiCompensation Committee of the Board of Directors determines the compensation for our executicompensation for our executive officers.

Mr. Shea is well qualified to serve as a director due to his experience in public and private company governance and private equity, including his service on numerous corporate boards and on audit and compensation committees, including his experience with Hennessy I and Hennessy II.

In addition, the Board has delegated oversight of certain categories of risk to the Audit and Compensation Committees, which are comprised entirely of independent directors.

The Board also considers input from the Compensation Committee's compensation consultant, who reviews director pay levels at peer companies and provides feedback on where the Company is positioned relative tCompensation Committee's compensation consultant, who reviews director pay levels at peer companies and provides feedback on where the Company is positioned relative tcompensation consultant, who reviews director pay levels at peer companies and provides feedback on where the Company is positioned relative to its peers.

Independent directors comprise 85 % of the Board and 100 % of the Audit, Directors and Corporate Governance and Executive Compensation and Management Resources Committees.

Additionally, adjusted EBITDA is a key financial measure used by the compensation committee of our board of directors in connection with the payment of bonuses to our executive officers.

> Maintenance of Board Committees including Audit, Compensation and Nominating and Corporate Governance Committees, all comprised entirely of fully independent directors;

The Board reviews the committee's recommendations and determines the amount of director compensation.

The Board periodically evaluates the compensation of our non-employee directors, including the recommendations of the Governance Committee.

After reviewing the revised peer group director compensation data in June 2009, the committee 1) set pay for the new non-executive Chairman of the Board, 2) increased the value of the annual equity award from $ 145,000 to $ 175,000, since the previous level of compensation was deemed below the market median, and 3) changed the equity grant vehicle from 100 % restricted stock units (RSUs) to 50 % RSUs and 50 % outperformance stock units (OSUs) in order to more closely align with the equity package that Intel executives receive.

In addition, the Board has three standing committees — the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, which are each further described below.

During 2015, none of our executive officers served on the compensation committee or board of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committcompensation committee or board of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committee committee or board of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committee or Bboard of directors of another entity whose executive officer served on our Executive Compensation and Management Resources CommittCompensation and Management Resources Committee Committee or BoardBoard.

monitoring workforce management programs; establishing compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level of director compensation and recommending to the Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and its charter.

Joshua Bekenstein is a member of the Board of Directors and a member of the Human Resources and Compensation Committee and the Nominating and Governance Committee.

Our board of directors or our compensation committee, in their sole discretion, may alter, suspend, or terminate the Bonus Plan, provided such action does not, without the consent of the participant, alter or impair the rights or obligations under any award already earned by such participant.

Mr. Kapadia serves on the Board of Directors of Tower International and is the Chairman of the Compensation Committee.

Nicholas Nomicos is a member of the Board of Directors, a member of the Audit Committee, and the Chair of the Human Resources and Compensation Committee.

Awards under the Bonus Plan may be granted only to executive officers of the Company who are selected to participate in the Bonus Plan by the compensation committee of the Company's Board of Directors (the «Committeecommittee of the Company's Board of Directors (the «CommitteeCommittee»).

A 2001 survey by the NACD and Institutional Shareholder Services of 5,000 public company boards shows that 99 % have audit committees, and 91 % have compensation committees.

In fact, the boards followed most of the accepted standards for board operations: Members showed up for meetings; they had lots of personal money invested in the company; audit committees, compensation committees, and codes of ethics were in place; the boards weren't too small, too big, too old, or too young.

The compensation committee is responsible for developing, reviewing and adhering to our compensation philosophy and program, as well as reviewing and making recommendations to the Board with respect to our employee benefit plans, compensation and equity - based plans and compensation of directors.

The decision to engage these other Marsh subsidiaries for these other services was made by management and was not approved by the Board of Directors; however, the compensation committee received periodic updates on the nature and scope of the services provided to the Company by the Marsh subsidiaries.