Neiman Marcus 2012 Annual Report Download - page 55

Table of Contents
are Jonathan Coslet, Karen W. Katz, and Kewsong Lee. 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 meeting of the Board of Directors. The members of our
Compensation Committee are Jonathan Coslet, John Danhakl, and Kewsong Lee. 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 grants and other incentive arrangements,
and authorizes employment and related agreements.
Each of the Principal Stockholders 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” 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 2013, Jonathan Coslet, John Danhakl, and Kewsong Lee served as members of our Compensation Committee. See Item 13, “Certain
Relationships and Related Transactions, and Director Independence” 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 of Directors.
Audit Committee Financial Expert
The Board of Directors has determined that Sidney Lapidus, Chairman of the Audit Committee, meets the criteria set forth in the rules and
regulations of the SEC for an “audit committee financial expert.”
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 have been in business over a century and are one of the largest luxury, multi-branded, omni-
channel fashion retailers in the world. Our continued success depends on the skills of talented executives who are dedicated to achieving solid financial
performance, providing outstanding service to our customers, and managing our assets wisely. Our compensation program, comprised of base salary, annual
bonus, long-term incentives and benefits, is designed to meet the following objectives:
· Recruit and retain executives who possess exceptional ability, experience, and vision to sustain and promote our preeminence in the marketplace.
· Motivate and reward the achievement of our short- and long-term goals and operating plans.
· Align the interests of our executives with the financial and strategic objectives of our stockholders.
· Provide total compensation opportunities that meet the expectations of a highly skilled executive team, are aligned and consistent with our underlying
performance and are competitive with the compensation practices and levels offered by companies with whom we compete for executive talent.
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