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Proxy
Statement
Board of Directors meets the independence requirements and the financial literacy standards of the NASDAQ
Stock Market Rules, as well as the independence requirements of the SEC. In the opinion of the Board of
Directors, Mr. Simonson and Mr. Maffei each meets the criteria for an "audit committee financial expert" as set
forth in applicable SEC rules. The Audit Committee met eight times in fiscal 2013. For further information about
the Audit Committee, please see the "Report of the Audit Committee of the Board of Directors" below.
Compensation Committee
The Compensation Committee is responsible for setting the overall compensation strategy for the Company,
determining the compensation of the CEO (via recommendation to the Board of Directors) and other executive
officers, and overseeing the Company's bonus and equity incentive plans and other benefit plans. The CEO shall
not be present during any Committee review or deliberation of CEO compensation. In addition, the
Compensation Committee is responsible for reviewing and recommending to the Board of Directors
compensation for non-employee directors. The Compensation Committee is currently comprised of two directors,
each of whom in the opinion of the Board of Directors meets the independence requirements of the NASDAQ
Stock Market Rules and qualifies as an "outside director" within the meaning of Section 162(m) of the Internal
Revenue Code, as amended. The Compensation Committee may delegate its authority and duties to
subcommittees, individual committee members or management, as it deems appropriate in accordance with
applicable laws, rules and regulations.
The Compensation Committee has regularly-scheduled meetings on a quarterly basis and holds additional
meetings as needed during the year. The Compensation Committee also takes action by written consent, often
after informal telephone discussions and other communications among the Compensation Committee members
and members of management. During fiscal 2013, the Compensation Committee met eleven times, four of which
were regularly-scheduled quarterly meetings and the remainder of which were special sessions.
For its regularly-scheduled meetings, the Compensation Committee maintains a calendar to help guide the
meeting agendas and to ensure fulfillment of the various responsibilities outlined in the Compensation
Committee's charter. In fiscal 2013, this calendar included a review of the compensation philosophy of the
Company, talent and succession planning, a review of the Company's retirement and health and welfare plans,
designation of the Company's peer group for compensation purposes, recommendations and decisions on the
compensation of executive officers (including base salaries, target cash bonus opportunities, equity awards and
annual cash bonus payments), review and approval of the Key Employee Continuity Plan and other
administrative matters.
In fiscal 2013, the Compensation Committee also held special meetings to consider a variety of items including
the terms and conditions of compensation arrangements for new executive officers and CEO compensation and
severance.
The Compensation Committee has the authority to engage the services of outside advisors, after first conducting
an independence assessment in accordance with applicable laws, regulations and exchange listing standards.
During fiscal 2013, the Compensation Committee engaged Compensia, Inc., a national compensation consulting
firm, to assist with the Compensation Committee's analysis and review of the compensation of our executive
officers and other aspects of our total compensation strategy. Compensia also advised the Compensation
Committee with respect to each element of total direct compensation, including base salary, bonus, and equity
awards for executive officers and senior executives, as well as the Separation Agreement with our former CEO,
John Riccitiello. Compensia attends all Compensation Committee meetings, works directly with the
Compensation Committee Chair and Compensation Committee members, and sends all invoices, including
descriptions of services rendered, to the Compensation Committee Chair for review and payment. Compensia
performed no other services for the Company and no work at the request of our management team during fiscal
2013. The Committee reviewed the independence of Compensia in February 2013 and determined that
Compensia's engagement did not raise any conflicts of interest.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for recommending to the Board of Directors
nominees for election to the Board of Directors and for appointing directors to Board Committees. The
Nominating and Governance Committee is also responsible for reviewing developments in corporate governance,
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