COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. Xx. Xxxxxx (and certain members of his family) and an affiliate of Xx. Xxxxxxx purchased Class A Common Stock in the ATC Private Placement. Also The Chase Manhattan Bank ("Chase"), an entity related to CEA, an affiliate of Xx. Xxxxxxx, has been a lender to ATC and is a lender under the Credit Facilities. Each of these matters is explained below under "Certain Transactions". Certain Transactions Chase was a lender with a 6.75% participation under the loan agreement entered into by ATI and has a 5.2% participation under the credit facilities (the "Credit Facilities") for the Borrower Subsidiaries. Chase is an affiliate of CCP, the general partner of CEA; Xx. Xxxxxxx, a director of ATC and formerly a director of American Radio, is a general partner of CCP. At December 31, 1998, the aggregate principal amount outstanding under the Credit Facilities of the Borrower Subsidiaries was approximately $275.0 million. Chase's share of interest and fees paid by ATC pursuant to its various credit arrangements was $0.8 million and $0.2 million in 1998 and 1997, respectively. For information with respect to the interests of Chase Capital, an affiliate of Xx. Xxxxxxx, in ATC and the Old ATC merger, see ATC Form 10-K "Business-- Recent Transactions--Old ATC Merger". Xx. Xxxxxxxxxx also received a $1,022,366 demand loan in August 1998. In December 1998, Xx. Xxxxxxxxxx repaid $700,000, and as of December 31, 1998, such loan bore interest at a fixed rate and remained outstanding in the principal amount of $322,366. See "Executive Compensation" on page 10. ATC Private Placement. In January 1998, ATC consummated the transactions contemplated by the Stock Purchase Agreement, dated as of January 8, 1998 (the "Stock Purchase Agreement"), with certain officers and directors of American Radio and ATC (or their affiliates or members of their family or family trusts), pursuant to which those persons purchased shares of Common Stock at $10.00 per share, as follows: Mr. Dodge: 4,000,000 (Class B); Mr. Box: 450,000 (Class A); Xx. Xxxxxxxx X. Xxxxxxx: 300,000 (Class A); each of
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Compensation Committee of the Company's Board of Directors was formed in February, 1996, and the members of the Compensation Committee are Dr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. For the fiscal year ended September 30, 1996, the Compensation Committee was initially comprised of Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xx. and Xxxxx X. Xxxx (Xx. Xxxx resigned as a director in November 1995). Xx. X. Glazer served on the Compensation Committee until his resignation from the committee in January 1996.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. No executive officer of DMRC served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any committee performing equivalent functions, the entire Board of Directors) of another entity, or as a director of another entity, where one of the other entity's executive officers served on the Compensation Committee of DMRC or as a director of DMRC. The following table provides information on compensation that our expected non-employee directors received from Digimarc for the year ended December 31, 2007. Directors who were also Digimarc employees received no additional compensation for their services as directors. During 2007, Xx. Xxxxx was the only director who was an employee of Digimarc. Xx. Xxxxx'x compensation is discussed in this information statement under the heading "Executive Compensation." The size and scope of DMRC's operations, based on its configuration and business after its separation from Digimarc, will be significantly smaller than those of Digimarc. Consequently, there will be fewer outside directors (four instead of eight) and compensation will be decreased to be commensurate with that paid at comparable companies, defined as companies of similar size within the high tech and software services industries that share similar financial characteristics to DMRC. Only the directors who will continue with DMRC are listed below, but their compensation for the balance of 2008 and beyond will be reduced materially from that set forth herein. Xxxxx X. Xxxxx $ 37,500 $ 25,496 $ 26,986 $ 89,982 Xxxxx X. Xxxxxxxxxx $ 70,000 $ 25,496 $ 26,986 $ 122,482 Xxxxxxx Xxxxxxx $ 50,000 $ 25,496 $ 39,628 $ 115,124 Xxxxxxx X. Xxxxxx $ 40,000 $ 25,496 $ 39,628 $ 105,124
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Board of Directors established a Compensation Committee which has been charged with overseeing executive compensation practices at the Corporation. Members of the Compensation Committee are X. Xxxxxxxx Xxxxxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxx, T. Xxxxxxx Xxxx and Xxxxx X. Xxxxxx. Decisions on compensation of executive officers have been made by the full Board of Directors based upon the recommendations of the Compensation Committee. T. Xxxxxxx Xxxx, Chairman of the Board, and Xxxxx X. Xxxxxx, President & Chief Executive Officer, have no input regarding their own compensation which is determined by the remaining Directors. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Directors and officers and their associates were customers of and had transactions with the Bank subsidiary during the year ended December 31, 1998, and it is expected that such persons will continue to have such transactions in the future. All deposit accounts, loans, and commitments comprising such transactions were made in the ordinary course of business of the Bank on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and, in the opinion of management of the Corporation, did not involve more than normal risks of collectibility or present other unfavorable features. Xxxxxx 0000, Xxxxxxx-Xxxxxxxxx Bank paid for legal services to the law firm of Xxxxx X. Xxxx, P.C., whose Principal is Xxxxx X. Xxxx, a director and shareholder of the Corporation. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The following report was prepared by the Compensation Committee of the Corporation regarding executive compensation policy and its relation to the Corporation's performance. Compensation Review Process --------------------------- The Compensation Committee of the Board of Directors is responsible for establishing and overseeing policies governing annual and long-term compensation programs for the officers named in the compensation tables shown above and other executive officers of the Corporation. In establishing compensation for executive officers, the Committee considers many factors including, but not limited to, Corporation performance, individual performance and peer group compensation practices. In considering Corporation performance, the Compensation Committee reviews the actual performance of the Corporation in light of its annual budget, which includes expense items, deposit levels,...
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The members of the Compensation Committee during the fiscal year ended December 31, 2000, were Messrs. Xxxx and Xxxxxx. Xx. Xxxx served as President and Chief Executive Officer of the Company from May 2000 until November 2000. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information known to the Company with respect to the beneficial ownership of the Company's Common Stock as of March 31, 2001 by: (i) each person known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock, (ii) each of the Company's directors, (iii) each of the Company's named executive officers, and (iv) all directors and executive officers as a group. Except as otherwise indicated, the Company believes that each of the following shareholders has sole voting and investment power with respect to the shares beneficially owned by such shareholder. Shares of Common Stock Percent Beneficially Common Stock
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The current members of the Compensation Committee are Messrs. Evanx, Xxloxx xxx Wray. Xx present or former executive officer of the Company serves as a member of the Compensation Committee. Furthermore, there are no interlocking relationships between any executive officer of the Company and any entity whose directors or executive officers serve on the Compensation Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Compensation Committee currently consists of Messrs. Xxxxxxxxx and Xxxxxx. No member of the Compensation Committee was an officer or employee of ours or any of our subsidiaries during fiscal 1999. None of our executive officers has served on the board of directors or on the compensation committee on any other entity, any of whose officers served either on our Board of Directors or on our Compensation Committee. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of our outstanding common stock as of February 29, 2000 by: - each person or entity who is known by us to beneficially own 5% or more of our outstanding common stock; - each of our directors; and - all of our executive officers. BENEfiCIAL OWNERSHIP(a) Xxxxx X. and Xxxxx X. Xxx(b)(c)............................. 30,053,921 22.9 0000 Xxxxxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Xxxxx X. Xxx Trust of December 31, 1987(c)(d)............... 14,457,344 11.0 0000 X. Xxxxxxxxx Avenue Paoli, PA 19301 Xxxx X. Xxx Trust of December 31, 1987(c)(d)................ 14,457,344 11.0 0000 X. Xxxxxxxxx Avenue Paoli, PA 19301 Xxxxx X. Xxx Trust of December 31, 1987(c)(d)(e)............ 14,457,344 11.0 0000 X. Xxxxxxxxx Avenue Paoli, PA 19301 J. & X. Xxxxxxxx & Co. Incorporated(f)...................... 10,848,800 8.3 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Capital Group International, Inc.(g)........................ 7,370,400 5.6 00000 Xxxxx Xxxxxx Xxxx Los Angeles, CA 90025
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The WMIH compensation committee is comprised of Xxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxx, and Xxxxxxx X. Xxxxxxxxxx. During 2017, no member of the WMIH compensation committee was or had been an officer or former employee of WMIH or any of its subsidiaries or had any relationship requiring disclosure pursuant to Item 404 of Regulation S-K. In addition, no executive officer of WMIH served on the WMIH board of directors or as a member of the WMIH compensation committee of any entity whose executive officers included a director of WMIH. WMIH’s former Chairman of the Board, Xxxxxx X. Xxxxx, whose term ended on June 1, 2017, serves as the executive chairman of Bluestem Group, Inc., on whose board Xxxxxx X. Xxxxxxxxx also served as a director until June 21, 2017. The “Report of the Audit Committee” shall not be deemed incorporated by reference by any general statement incorporating this joint proxy statement/prospectus into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except to the extent that WMIH specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. In discharging its responsibilities, the WMIH audit committee and its individual members have met with management and WMIH’s independent auditors, BPM LLP, to review WMIH’s accounting functions and the audit processes for WMIH’s financial statements and system of internal control over financial reporting. The WMIH audit committee reviewed and discussed with WMIH’s independent auditors and management the audited financial statements for the 2017 fiscal year. It also discussed with the independent auditors all other matters that the independent auditors were required to communicate and discuss with the WMIH audit committee under Public Company Accounting Oversight Board Auditing Standard No. 61, as amended (Communication with Audit Committees). WMIH audit committee members also discussed and reviewed the results of the independent auditors’ examination of WMIH’s financial statements, management’s assessment of WMIH’s system of disclosure controls and procedures, external financial reporting and internal control over financial reporting, and reviewed the qualifications, performance and independence of BPM LLP in connection with its determination to engage BPM LLP for the year ended December 31, 2017. The WMIH audit committee has received the written disclosures and the letter from the independent auditors required by applicabl...
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The members of the Compensation Committee during fiscal 2009 were Messrs. Alperin, Kabat and Matthews. During fiscal 2009: · none of the members of the Compensation Committee was an officer (or former officer) or employee of the Company or any of its subsidiaries; · none of the members of the Compensation Committee had a direct or indirect material interest in any transaction in which the Company was a participant and the amount involved exceeded $120,000; · none of our executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire board of directors) of another entity where one of that entity’s executive officers served on our Compensation Committee; · none of our executive officers was a director of another entity where one of that entity’s executive officers served on our Compensation Committee; and · none of our executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire board of directors) of another entity where one of that entity’s executive officers served as a director on our Board of Directors. PROPOSAL 2 The Company maintains the Henry Schein, Inc. 1996 Non-Employee Director Stock Incentive Plan, Inc. as amended and restated effective as of April 1, 2003, and as thereafter amended (the “1996 Director Plan”), for the benefit of directors of the Company who are not employees of the Company or its subsidiaries (the “Non-Employee Directors”). The proposed amendment to the 1996 Director Plan, which was unanimously adopted by the Compensation Committee on February 23, 2010, subject to stockholder approval at the 2010 Annual Meeting, would extend the date for termination of the 1996 Director Plan from March 22, 2011 until May 10, 2020. In addition, the proposed amendment to the 1996 Director Plan would make certain other minor clarifying amendments to reflect recent developments in equity compensation practices. In particular, the proposed amendment would: · provide a minimum vesting schedule with respect to future awards of options and other stock-based awards; · provide that, with respect to future awards, a “change of control” under the 1996 Director Plan will occur upon the consummation of certain corporate transactions rather than stockholder approval of the transaction; · provide that members of the Committee (as defined below) be “independent” within the meaning of Nasdaq’s Rule 5605(a)(2); and · clarify that...
