Neiman Marcus 2009 Annual Report Download - page 57

Table of Contents
Board meeting. The members of our Compensation Committee are Jonathan Coslet, Kewsong Lee, and John Danhakl. The
Compensation Committee reviews and approves the compensation and benefits of our employees and directors, 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. See "Item 13. Certain Relationships and Related Transactions, and Director
Independence — Related Person Transactions" below for a discussion of certain arrangements and understandings regarding the
nomination and selection of certain of our directors.
Compensation Committee Interlocks and Insider Participation
In fiscal year 2010, Jonathan Coslet, Kewsong Lee, and John Danhakl served as members of our Compensation Committee.
See "Item 13. Certain Relationships and Related Transactions, and Director Independence — Related Person Transactions" below for
further discussion regarding certain matters relating to such members. No officer or employee served on the Compensation Committee
(or equivalent), or the board of directors, of another entity whose executive officer(s) served on our Compensation Committee or
Board.
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." Mr. Barr is an employee of one of our Sponsors so
therefore would not be considered independent under the independence standards of the New York Stock Exchange.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis is designed to provide an understanding of our compensation philosophy, core
principles and arrangements that are applicable to the executive officers identified in the Summary Compensation Table beginning on
page 62 (referred to as the named executive officers).
Compensation Philosophy and Objectives. We are a premier luxury retailer that has been in business for over a century. Our
continued success depends on the skills of talented leaders who are dedicated to achieving solid financial performance, providing
outstanding service to customers, and managing the Company's assets wisely. Our compensation program is designed to meet the
following objectives:
— Recruit and retain executives who possess the exceptional ability, experience, and vision to sustain and promote our
preeminence in the marketplace.
— Encourage and reward the achievement of our short- and long-term goals and operating plans.
— Increase customer satisfaction, improve customer service, provide our customers with the high-end luxury merchandise
they have come to expect, and increase the amount of business our customers do with us.
— Align the interests of our executives with the financial and strategic objectives of our equity investors.
— Provide total compensation opportunities that meet the expectations of a highly skilled executive team, are aligned and
consistent with our fundamental performance and are competitive with the compensation practices and levels offered by
companies with whom we compete for talent.
Individual Compensation Components
Base Salary. Base salary is intended to provide a base level of compensation commensurate with an executive's job title,
role, tenure, and experience. We utilize base salary as a building block of our compensation program, establishing a salary range for
particular positions based on survey data and job responsibilities. Being competitive in base salary is a minimum requirement to
recruit and retain skilled executives. Specifically, base salary levels of the named executive officers are determined based on a
combination of factors, including our compensation philosophy, market compensation data, competition for key executive talent, the
named executive officer's experience, leadership, achievement of specified business
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