Tucows 2015 Annual Report Download - page 134

ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Philosophy
We recognize that our success depends to a great degree on the integrity, knowledge, imagination, skill,
diversity and teamwork of our employees. To this end, attracting and retaining the level of executive talent we need to
be successful in accomplishing our mission of providing simple useful services that help people unlock the power of the
Internet is a key objective of our executive compensation program. Our executive compensation program is designed to
ensure we have the talent we need to maintain our current high performance standards and grow our business for the
future. As such, we aim to provide competitive compensation packages for all our key positions, including our Named
Executive Officers (“NEOs”) that are guided by market rates and tailored to account for the specific needs and
responsibilities of the particular position as well as the performance and unique qualifications of the individual
employee. For 2015, our NEO's include Messrs. Noss, Cooperman, Woroch, Schafer and Goldstein.
This Compensation Discussion and Analysis (“CD&A”) provides comprehensive information about our
executive compensation program for our Fiscal 2015 NEOs, who are listed below, and provides context for the
decisions underlying the compensation reported in the executive compensation tables in the Proxy Statement. Our
NEOs are:
Elliot Noss President and Chief Executive Officer (“CEO”)
Michael Cooperman Chief Financial Officer (“CFO”)
David Woroch Executive Vice-President, Domains (“EVP, Domains”)
Kenneth Schafer Executive Vice-President, Product (“EVP, Product”)
Michael Goldstein Vice-President, Sales and marketing (“VP, Sales”)
Our philosophy is to provide a mix of compensation that motivates our executives to achieve our short and
long- term performance goals in a market-competitive and fiscally responsible way, which in turn will create value for
our shareholders. We achieve our objectives by designing our executive compensation program so that a substantial
amount of our NEOs’ compensation is performance-based to ensure the actual compensation paid to our executives is
appropriately aligned with our Company’s performance and shareholder long-term interests. In addition, we also link
individual compensation to Company performance by virtue of the stock options granted by the Company. More
specifically, our executive compensation programs are designed to:
• provide an appropriate mix of fixed and variable compensation to attract, retain and motivate key executives;
• provide a substantial portion of our executive compensation that is performance-based, on a company or
service basis, to support creation of long-term shareholder value, adjusted EBITDA growth and operational
efficiency without encouraging excessive risk taking;
• target compensation at the 50th percentile of market levels, as measured by Culpepper Compensation Surveys;
and
• promote internal equity by offering comparable pay to executives whom we expect to make roughly equivalent
contributions, while differentiating executives’ compensation arrangements when appropriate.
Overview of Pay Elements and Linkage to Compensation Philosophy and Objectives
We believe the following elements of our compensation program help us to realize our compensation
philosophy and objectives:
Pay Element Characteristics
Compensation Philosophy and
Objectives
Factors Considered to
Determine Awards
Salary Annual fixed cash
compensation
• Job responsibilities
• Experience
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