Neiman Marcus 2005 Annual Report Download - page 60

Brendan L. Hoffman has been President and Chief Executive Officer of Neiman Marcus Direct since December 2002. Mr.
Hoffman served as Vice President of the Neiman Marcus Last Call Clearance Division from August 2000 to December 2002, and as a
Divisional Merchandise Manager of Bergdorf Goodman from October 1998 to August 2000.
James J. Gold has been President and Chief Executive Officer of Bergdorf Goodman since May 2004. Mr. Gold served as
Senior Vice President, General Merchandise Manager of Neiman Marcus Stores from December 2002 to May 2004, as Division
Merchandise Manager from June 2000 to December 2002 and as Vice President of the Neiman Marcus Last Call Clearance Division
from March 1997 to June 2000.
Code of Ethics
The Board has adopted The Neiman Marcus Group, Inc. Code of Ethics and Conduct which is applicable to all our directors,
officers and employees, as well as a separate Code of Ethics for Financial Professionals that applies to all financial employees
including the Chief Executive Officer, the Chief Financial Officer and the Principal Accounting Officer. Both the Code of Ethics and
Conduct and the Code of Ethics for Financial Professionals may be accessed through our website at www.neimanmarcusgroup.com
under the "Investor Information – Corporate Governance" section. Requests for printed copies may be made in writing to The Neiman
Marcus Group, Inc., Attn. Investor Relations, One Marcus Square, 1618 Main Street, Dallas, Texas 75201.
Board Committees
Our Board of Directors has established an audit committee, an executive committee and a compensation committee. The
members of our audit committee are David A. Barr, Carrie Wheeler, Ron Beegle and Sidney Lapidus. The audit committee
recommends the annual appointment of auditors with whom the audit committee reviews the scope of audit and non-audit assignments
and related fees, accounting principles we use in financial reporting, internal auditing procedures and the adequacy of our internal
control procedures. The members of our executive committee are Jonathan Coslet, Kewsong Lee, and Burton M. Tansky. The
executive committee manages the affairs of the Company as necessary between meetings of our Board of Directors and acts on
matters that must be dealt with prior to the next scheduled Board meeting. The members of our compensation committee are Jonathan
Coslet, Kewsong Lee, and John G. Danhakl. The compensation committee reviews and approves the compensation and benefits of
our employees, directors and consultants, administers our employee benefit plans, authorizes and ratifies stock option and/or restricted
stock grants and other incentive arrangements, and authorizes employment and related agreements.
Each of the Sponsors has the right to have at least one of its directors sit on each committee of the Board of Directors, to the
extent permitted by applicable laws and regulations.
Audit Committee Financial Expert
The Board of Directors has determined that David A. Barr, Chairman of the Audit Committee, meets the criteria set forth in
the rules and regulations of the SEC for an "audit committee financial expert."
Director Compensation
In fiscal year 2006 prior to the completion of the Transactions, each independent director of NMG was paid an annual
retainer fee of $60,000. The chairman of the Audit Committee received an additional $20,000 per year, and other committee chairs
each received an additional $15,000 per year. Board members did not receive per-meeting fees. Upon the consummation of the
Transactions, each individual serving as a director prior to the Transactions became entitled to a lifetime discount at the Company's
stores on the same terms applicable to the individual immediately prior to the Transactions. Each independent director was also
entitled to receive additional compensation in the form of stock-based units in an amount equal to the value of the annual cash
retainer. The number of stock-based units was calculated quarterly by dividing $15,000 (the amount of the quarterly cash retainer) by
the trailing five-day average of the high and low price of the Class A Common Stock at the end of each fiscal quarter. Dividend
equivalents in the form of additional units representing Class A Common Stock were credited to each independent director's account
on each dividend payment date equal to (i) the per-share cash dividend divided by the average of the high and low price of our Class A
Common Stock on the dividend payment date, multiplied by (ii) the number of units reflected in the independent director's account on
the day before the dividend payment date. The value of each of the independent director's stock-based units was paid in cash on the
completion of the merger. The stock-based units were valued for payment by multiplying the applicable number of units by the
merger consideration. These stock-based units did not carry voting or dispositive rights.
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