Tucows 2015 Annual Report Download - page 136

The weight of each of these components has to date not been determined by any particular formula, although
our overall mix of total compensation has historically emphasized retention value. The specific mix of components has
been and will continue to be within the discretion and business judgment of our Board of Directors and the Corporate
Governance, Nominating and Compensation Committee, which has placed greater emphasis on considerations specific
to the individual holding a particular executive position rather than on general market data.
Role of Shareholder Say-on-Pay Votes
We provide our shareholders with the opportunity to cast a triennial advisory vote on executive compensation,
or a Say-on-Pay proposal. At our annual meeting of stockholders held on September 9, 2014, 98% of the votes cast on
the Say- on-Pay proposal at that meeting were voted in favor of the compensation of our named executive officers, as
described in the proxy statement for the 2014 annual meeting. Accordingly, the Corporate Governance, Nominating and
Compensation Committee believes that this affirms stockholder support for our executive compensation policies and
practices, and no material changes were made to such policies and practices in 2014 or 2015 as a result of our Say-on-
Pay proposal and voting results in September 2014. The Corporate Governance, Nominating and Compensation
Committee will continue to consider the results of future Say-on-Pay votes when making future compensation decisions
for our named executive officers.
Determining Total Compensation
Base Salary
With respect to each NEO, in determining total compensation, the Corporate Governance, Nominating and
Compensation Committee considers the Company’s compensation philosophy as outlined above, comparative market
data and specific factors relative to each NEO’s responsibilities and performance. We do not specifically benchmark
compensation for our NEOs in terms of picking a particular percentile relative to other people with similar titles at peer
group companies. We believe that many subjective factors unique to each NEO’s responsibilities and performance are
not adequately reflected or otherwise accounted for in a percentile-based compensation determination.
In addition, in determining the appropriate level of total compensation for our NEOs, the Corporate
Governance, Nominating and Compensation Committee
1. reviews and considers the performance of each NEO and
2. considers, for each NEO, the estimated amount of total compensation:
a. we would be willing to pay to retain that person;
b. we would have to pay to replace the person; and
c. the individual could otherwise command in the employment marketplace.
Our EVP, HR reviews comparative data derived from market research and publicly available information for
each of the NEOs and then recommends to our CEO compensation levels for all employees. The CEO then, after
consultation with the EVP, HR makes recommendations to the Corporate Governance, Nominating and Compensation
Committee regarding total compensation for each NEO. The Corporate Governance, Nominating and Compensation
Committee reviews and discusses the information and then determines the total compensation for each NEO, as it
deems appropriate.
The CEO’s total compensation is determined by the Corporate Governance, Nominating and Compensation
Committee outside the presence of the CEO. The Committee’s decision regarding total compensation for the CEO is
based on the philosophy outlined above and includes a review of comparative data and consideration of the
accomplishments of the CEO in developing the business strategy for the Company, the performance of the Company
relative to this strategy and his ability to attract and retain senior management. In establishing the CEO’s total
compensation, the Corporate Governance, Nominating and Compensation Committee is also mindful of the prior results
of the shareholder’s Advisory Vote on Executive Compensation.
Page 13
6
of 22
5
tcx20151201_10k.ht
m
9
/
13
/
201
6
https://www.sec.gov/Archives/edgar/data/909494/000143774916027177/tcx20151201_10...