COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Compensation Committee of the Company's Board of Directors was formed in February, 1996, and the members of the Compensation Committee are Dr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. For the fiscal year ended September 30, 1996, the Compensation Committee was initially comprised of Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xx. and Xxxxx X. Xxxx (Xx. Xxxx resigned as a director in November 1995). Xx. X. Glazer served on the Compensation Committee until his resignation from the committee in January 1996.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. Xx. Xxxxxx (and certain members of his family) and an affiliate of Xx. Xxxxxxx purchased Class A Common Stock in the ATC Private Placement. Also The Chase Manhattan Bank ("Chase"), an entity related to CEA, an affiliate of Xx. Xxxxxxx, has been a lender to ATC and is a lender under the Credit Facilities. Each of these matters is explained below under "Certain Transactions". Certain Transactions Chase was a lender with a 6.75% participation under the loan agreement entered into by ATI and has a 5.2% participation under the credit facilities (the "Credit Facilities") for the Borrower Subsidiaries. Chase is an affiliate of CCP, the general partner of CEA; Xx. Xxxxxxx, a director of ATC and formerly a director of American Radio, is a general partner of CCP. At December 31, 1998, the aggregate principal amount outstanding under the Credit Facilities of the Borrower Subsidiaries was approximately $275.0 million. Chase's share of interest and fees paid by ATC pursuant to its various credit arrangements was $0.8 million and $0.2 million in 1998 and 1997, respectively. For information with respect to the interests of Chase Capital, an affiliate of Xx. Xxxxxxx, in ATC and the Old ATC merger, see ATC Form 10-K "Business-- Recent Transactions--Old ATC Merger". Xx. Xxxxxxxxxx also received a $1,022,366 demand loan in August 1998. In December 1998, Xx. Xxxxxxxxxx repaid $700,000, and as of December 31, 1998, such loan bore interest at a fixed rate and remained outstanding in the principal amount of $322,366. See "Executive Compensation" on page 10. ATC Private Placement. In January 1998, ATC consummated the transactions contemplated by the Stock Purchase Agreement, dated as of January 8, 1998 (the "Stock Purchase Agreement"), with certain officers and directors of American Radio and ATC (or their affiliates or members of their family or family trusts), pursuant to which those persons purchased shares of Common Stock at $10.00 per share, as follows: Mr. Dodge: 4,000,000 (Class B); Mr. Box: 450,000 (Class A); Xx. Xxxxxxxx X. Xxxxxxx: 300,000 (Class A); each of
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The members of the Compensation Committee during fiscal 2009 were Messrs. Alperin, Kabat and Matthews. During fiscal 2009: · none of the members of the Compensation Committee was an officer (or former officer) or employee of the Company or any of its subsidiaries; · none of the members of the Compensation Committee had a direct or indirect material interest in any transaction in which the Company was a participant and the amount involved exceeded $120,000; · none of our executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire board of directors) of another entity where one of that entity’s executive officers served on our Compensation Committee; · none of our executive officers was a director of another entity where one of that entity’s executive officers served on our Compensation Committee; and · none of our executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire board of directors) of another entity where one of that entity’s executive officers served as a director on our Board of Directors. PROPOSAL 2 AMENDMENT TO HENRY SCHEIN, INC. 1996 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN The Company maintains the Henry Schein, Inc. 1996 Non-Employee Director Stock Incentive Plan, Inc. as amended and restated effective as of April 1, 2003, and as thereafter amended (the “1996 Director Plan”), for the benefit of directors of the Company who are not employees of the Company or its subsidiaries (the “Non-Employee Directors”). The proposed amendment to the 1996 Director Plan, which was unanimously adopted by the Compensation Committee on February 23, 2010, subject to stockholder approval at the 2010 Annual Meeting, would extend the date for termination of the 1996 Director Plan from March 22, 2011 until May 10, 2020. In addition, the proposed amendment to the 1996 Director Plan would make certain other minor clarifying amendments to reflect recent developments in equity compensation practices. In particular, the proposed amendment would: · provide a minimum vesting schedule with respect to future awards of options and other stock-based awards; · provide that, with respect to future awards, a “change of control” under the 1996 Director Plan will occur upon the consummation of certain corporate transactions rather than stockholder approval of the transaction; · provide that members of the Committee (as defined below) be ...
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. Compensation decisions pertaining to executive officer compensation made prior to the completion of our initial public offering in August 2006, were made by the chairman of our Board, Xxxxxx X. Xxxxx. We have entered into certain transactions with Fortress as described in “Certain Relationships and Related Party Transactions”. Since our initial public offering in August 2006, all compensation decisions pertaining to executive officers were made by the Compensation Committee, which is comprised of Xxxx X. Xxxxxx as chair, Xxxxxx
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The members of the Compensation Committee during the fiscal year ended December 31, 2000, were Messrs. Xxxx and Xxxxxx. Xx. Xxxx served as President and Chief Executive Officer of the Company from May 2000 until November 2000. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information known to the Company with respect to the beneficial ownership of the Company's Common Stock as of March 31, 2001 by: (i) each person known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock, (ii) each of the Company's directors, (iii) each of the Company's named executive officers, and (iv) all directors and executive officers as a group. Except as otherwise indicated, the Company believes that each of the following shareholders has sole voting and investment power with respect to the shares beneficially owned by such shareholder. Shares of Common Stock Percent Beneficially Common Stock
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Board of Directors established a Compensation Committee which has been charged with overseeing executive compensation practices at the Corporation. Members of the Compensation Committee are X. Xxxxxxxx Xxxxxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxx, T. Xxxxxxx Xxxx and Xxxxx X. Xxxxxx. Decisions on compensation of executive officers have been made by the full Board of Directors based upon the recommendations of the Compensation Committee. T. Xxxxxxx Xxxx, Chairman of the Board, and Xxxxx X. Xxxxxx, President & Chief Executive Officer, have no input regarding their own compensation which is determined by the remaining Directors. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Directors and officers and their associates were customers of and had transactions with the Bank subsidiary during the year ended December 31, 1998, and it is expected that such persons will continue to have such transactions in the future. All deposit accounts, loans, and commitments comprising such transactions were made in the ordinary course of business of the Bank on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and, in the opinion of management of the Corporation, did not involve more than normal risks of collectibility or present other unfavorable features. Xxxxxx 0000, Xxxxxxx-Xxxxxxxxx Bank paid for legal services to the law firm of Xxxxx X. Xxxx, P.C., whose Principal is Xxxxx X. Xxxx, a director and shareholder of the Corporation. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The following report was prepared by the Compensation Committee of the Corporation regarding executive compensation policy and its relation to the Corporation's performance. Compensation Review Process --------------------------- The Compensation Committee of the Board of Directors is responsible for establishing and overseeing policies governing annual and long-term compensation programs for the officers named in the compensation tables shown above and other executive officers of the Corporation. In establishing compensation for executive officers, the Committee considers many factors including, but not limited to, Corporation performance, individual performance and peer group compensation practices. In considering Corporation performance, the Compensation Committee reviews the actual performance of the Corporation in light of its annual budget, which includes expense items, deposit levels,...
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. During fiscal 1999, the Compensation Committee of the Board of Directors was composed of Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx, Xx. The Company and THL Co. (which together with its affiliates owns 42.1% of the outstanding Common Stock) are parties to a Management Agreement entered into in connection with the 1996 recapitalization pursuant to which we have engaged THL Co. to provide consulting and management advisory services for an initial period of five years through September 12, 2001. Under the Management Agreement and in connection with the closing of the 1996 recapitalization, we paid THL Co. and an affiliate an aggregate fee of $3.25 million (the "THL Transaction Fee"). In consideration of the consulting and management advisory services, we pay THL Co. and its affiliate an aggregate annual fee of $360,000 plus expenses (the "Management Fee"). We believe that this Management Agreement is on terms no less favorable to us than could have been obtained from an independent third party. In connection with the 1996 recapitalization, the Xxx Group, certain other shareholders of the Company and the Company entered into the Shareholders Agreement. The Shareholders Agreement provides for certain restrictions on transfer of the shares beneficially owned by the parties thereto. Additionally, the Shareholders Agreement provides that, subject to certain limitations, so long as the Xxx Group and their permitted transferees own at least 10% of the shares of Common Stock acquired in the 1996 recapitalization, the Xxx Group shall have "demand" registrations with respect to their shares of Common Stock. The shareholders party to the Shareholders Agreement, including the Xxx Group, are also entitled, subject to certain limitations, to include shares of Common Stock held by them in other registrations of equity securities of the Company initiated by the Company for its own account or pursuant to a request for registration by the Xxx Group. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth as of December 7, 1999 (except as set forth in the footnotes herein) certain information with respect to beneficial ownership of the Common Stock by each (i) director, (ii) executive officer and
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Compensation Committee currently consists of Messrs. Xxxxxxxxx and Xxxxxx. No member of the Compensation Committee was an officer or employee of ours or any of our subsidiaries during fiscal 1999. None of our executive officers has served on the board of directors or on the compensation committee on any other entity, any of whose officers served either on our Board of Directors or on our Compensation Committee. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of our outstanding common stock as of February 29, 2000 by: - each person or entity who is known by us to beneficially own 5% or more of our outstanding common stock; - each of our directors; and - all of our executive officers. BENEfiCIAL OWNERSHIP(a) NUMBER OF PERCENTAGE NAME AND ADDRESS SHARES OWNERSHIP Xxxxx X. and Xxxxx X. Xxx(b)(c)............................. 30,053,921 22.9 0000 Xxxxxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Xxxxx X. Xxx Trust of December 31, 1987(c)(d)............... 14,457,344 11.0 0000 X. Xxxxxxxxx Avenue Paoli, PA 19301 Xxxx X. Xxx Trust of December 31, 1987(c)(d)................ 14,457,344 11.0 0000 X. Xxxxxxxxx Avenue Paoli, PA 19301 Xxxxx X. Xxx Trust of December 31, 1987(c)(d)(e)............ 14,457,344 11.0 0000 X. Xxxxxxxxx Avenue Paoli, PA 19301 J. & X. Xxxxxxxx & Co. Incorporated(f)...................... 10,848,800 8.3 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Capital Group International, Inc.(g)........................ 7,370,400 5.6 00000 Xxxxx Xxxxxx Xxxx Los Angeles, CA 90025
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. No executive officer of DMRC served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any committee performing equivalent functions, the entire Board of Directors) of another entity, or as a director of another entity, where one of the other entity's executive officers served on the Compensation Committee of DMRC or as a director of DMRC. The following table provides information on compensation that our expected non-employee directors received from Digimarc for the year ended December 31, 2007. Directors who were also Digimarc employees received no additional compensation for their services as directors. During 2007, Xx. Xxxxx was the only director who was an employee of Digimarc. Xx. Xxxxx'x compensation is discussed in this information statement under the heading "Executive Compensation." The size and scope of DMRC's operations, based on its configuration and business after its separation from Digimarc, will be significantly smaller than those of Digimarc. Consequently, there will be fewer outside directors (four instead of eight) and compensation will be decreased to be commensurate with that paid at comparable companies, defined as companies of similar size within the high tech and software services industries that share similar financial characteristics to DMRC. Only the directors who will continue with DMRC are listed below, but their compensation for the balance of 2008 and beyond will be reduced materially from that set forth herein. 2007 Director Compensation Table Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1) Option Awards ($)(2) Total ($) Xxxxx X. Xxxxx $ 37,500 $ 25,496 $ 26,986 $ 89,982 Xxxxx X. Xxxxxxxxxx $ 70,000 $ 25,496 $ 26,986 $ 122,482 Xxxxxxx Xxxxxxx $ 50,000 $ 25,496 $ 39,628 $ 115,124 Xxxxxxx X. Xxxxxx $ 40,000 $ 25,496 $ 39,628 $ 105,124
