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Table of Contents
Roles and Responsibilities of Management and the Compensation Committee
For 2015, the Compensation Committee established and reviewed the compensation policies and programs for our executive officers, including our named
executive officers, to ensure that they are compensated in a manner consistent with the objectives and principles outlined above. The Compensation Committee also
reviewed and monitored our performance as it affected our employees and the overall compensation policies for our employees.
The Compensation Committee took the lead on annual (or new) compensation decisions for our named executive officers. Compensation Committee decisions with
respect to the compensation of our former President and Chief Executive Officer, Mr. van Paasschen, including equity awards, were recommended to the Board, for
the Board’s ratification. The Compensation Committee also took the lead in approving the compensation arrangements for Mr. Aron, who became our Chief
Executive Officer on an interim basis early in 2015, and Messrs. Mangas and Schnaid, who assumed their current roles effective December 31, 2015. In February
2015, our management provided reviews and recommendations on named executive officers’ (other than Messrs. van Paasschen, Aron and Schnaid) compensation
levels and program design for the Compensation Committee’s consideration. In addition, our management administered operational aspects of our compensation
programs, policies and governance during 2015, and their direct responsibilities included:
• providing an ongoing review of the effectiveness of our compensation programs, including competitiveness, and alignment with our objectives;
• recommending changes to better align all program objectives during 2015; and
• recommending pay levels, payouts and/or awards for named executive officers other than those serving as the Chief Executive Officer.
Management also prepared tally sheets that described and quantified all components of total compensation for most of our named executive officers, including
salary, annual incentive compensation, long-term incentive compensation, deferred compensation, outstanding equity awards, benefits, perquisites and potential
severance and change in control payments. In early 2015, the Compensation Committee reviewed and considered these tally sheets before making 2015
compensation decisions for our named executive officers other than Messrs. van Paasschen and Aron, but this review had no material impact on the Compensation
Committee’s compensation decisions.
The Compensation Committee has the sole authority to retain and supervise one or more outside advisers, including outside counsel and consulting firms, to advise
it on executive and director compensation matters and to terminate any retained adviser. In addition, the Compensation Committee has the sole authority to approve
the fees of an outside adviser and other retention terms.
The Compensation Committee once again directly engaged Meridian Compensation Partners, LLC (or Meridian) to assist it in the review and determination of
compensation awards to the named executive officers (including our former President and Chief Executive Officer) for the 2015 performance period. Meridian
worked for the Compensation Committee in reviewing our compensation structure and the compensation structure of the companies in our peer group. See the
section entitled Use of Peer Data below in this report. Meridian does not provide any services to management. Meridian has provided the Compensation
Committee with assurances and confirmation of its independent status by means of a letter of independence that Meridian provides annually to the Compensation
Committee, which is intended to reveal any potential or perceived conflicts of interest. Additionally, the Compensation Committee has assessed the independence
of Meridian, as required under NYSE listing rules. The Compensation Committee has also considered and assessed all relevant factors, including but not limited to
those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Meridian. Based on
this review, the Compensation Committee is not aware of any conflicts of interest raised by the work performed by Meridian.
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