The Compensation Committee believes that our executive compensation program effectively aligns the interests of the Named Executive Officers with the Company’s long-term strategic direction and the interests of our shareholders. Key features of our program include:
| • | Market-Competitive Pay – compensation decisions are informed by peer group and relevant industry survey data. |
| • | Performance-Based Compensation – a significant portion of executive compensation is “at risk,” with both annual incentives and long-term equity awards tied to performance. |
| • | Balanced Structure – the program is designed with a balanced mix of fixed base salary, short-term incentives and long-term, equity-based compensation. |
| • | Committee Discretion – the Compensation Committee retains discretion in evaluating performance and determining payouts under the annual incentive plan and performance-based equity awards. |
| • | Limited Perquisites – benefits and perquisites are modest in scope and aligned with market practice. |
We maintain employment agreements with Named Executive Officers to promote leadership continuity and stability, while adhering to governance practices generally favored by shareholders. These agreements:
| • | Exclude “single-trigger” provisions (equity awards and other benefits do not automatically accelerate upon a change in control). |
| • | Do not provide tax gross-ups on excess parachute payments. |
| • | Provide severance in connection with a change in control only upon qualifying terminations, including involuntary terminations or termination for “good reason,” which we consider constructive termination of employment. |
Equity award opportunities for Named Executive Officers are generally established in connection with new or amended employment agreements, which specify the target value of grants to be made annually over the term of the agreement. The Compensation Committee retains discretion to determine the form and terms of such awards each year. While the Company does not typically grant equity outside this framework, it may award annual incentive awards in cash and/or equity and retains discretion to make additional equity awards in circumstances deemed appropriate by the Compensation Committee.
