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For fiscal 2011, our compensation program was structured to provide each Named Executive Officer with
the opportunity to earn, through a combination of base salary and bonus target awards, total cash compensation
close to the 50th percentile of our industry peer group. We also attempted to ensure that a substantial amount of
each Named Executive Officer's total compensation was performance-based, was linked to our operating
performance, and derived its long-term value from the market price of our Common Stock.
In 2011, the Compensation Committee again discussed stock ownership guidelines. However, certain of our
Named Executive Officers have been with us for a number of years and already have a significant portion of their
financial net worth tied to the performance of our Common Stock. Therefore, the Compensation Committee
decided not to institute any stock ownership guidelines in fiscal 2011.
Stockholder Say-on-Pay Votes
Following our 2011 Annual Meeting of Stockholders, the Compensation Committee also considered the
advisory vote of our stockholders on executive compensation when reviewing our compensation decisions and
policies. Of those stockholders voting, on an advisory basis, for or against the proposal, approximately 95%
voted to approve our executive compensation. The Compensation Committee believes this affirms stockholders'
support of our approach to executive compensation and did not change its approach in fiscal 2011. The
Compensation Committee will continue to consider the outcome of the Company's say-on-pay votes when
making future compensation decisions for the Named Executive Officers.
Hiring of New Executive Vice President, HR
In June 2011, we hired Darren E. Hart as our Executive Vice President, HR. To incentivize Mr. Hart to
accept our offer of employment, we paid Mr. Hart a $300,000 signing bonus and granted Mr. Hart restricted
stock units with a grant date fair value of $275,625 and stock appreciation rights with a grant date fair value of
$275,662. In addition, to compensate Mr. Hart for the value of equity awards that Mr. Hart forfeited at his
previous employer, we granted him restricted stock units with a grant date fair value of $525,803. We also
granted Mr. Hart a guaranteed cash bonus in the amount of $337,500 in lieu of his participation in our fiscal 2011
cash incentive plan. We set Mr. Hart's base salary at $450,000 per annum, and Mr. Hart participated in our fiscal
2011 equity incentive plan, which was awarded in the first quarter of fiscal 2012 and will be reported as
compensation in fiscal 2012 pursuant to the rules of the SEC.
Elements of Compensation
During fiscal 2011, our Named Executive Officer compensation program included four components:
(a) base salary; (b) a performance-based short-term cash bonus program; (c) the grant of long-term equity
incentives in the form of stock-settled stock appreciation rights and restricted stock units; and (d) other
compensation and employee benefits generally available to all of our employees, such as health insurance, group
life and disability insurance and participation in our 401(k) plan. During fiscal 2011, Mr. Kartsotis again refused
all forms of compensation. Therefore, the following discussion of the elements of our Named Executive Officer
compensation does not address Mr. Kartsotis.
Base Salaries
Annually, the CEO reviews and recommends to the Compensation Committee individual salaries for the
Named Executive Officers. In reviewing the CEO's recommendations and determining individual salaries, the
Compensation Committee considers the scope of job responsibilities, individual performance and contributions,
as well as our overall performance and annual budget guidelines for merit increases. The Compensation
Committee's objective is to award base compensation levels for each Named Executive Officer at or near the
median for the comparable position within our industry peer group based upon market data. However, salaries
may be set higher when considered necessary to attract or retain key executives. Base salaries are reviewed
annually and adjustments are based on both financial and non-financial results. Typically, adjustments to salaries
are made in the first quarter of each fiscal year during our performance review process.
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