Proxy Statements That Mention ERI Data
CAP performed its executive compensation review in February 2023. CAP derived the February 2023 competitive pay information from surveying the most recent year of proxy data for each peer company and by analyzing executive compensation surveys from both proprietary sources and general industry executive compensation databases, including Mercer Executive Compensation, Towers Watson Compensation Data Bank and Economic Research Institute.
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In late 2021, Aon Reward Solutions was engaged to perform executive pay analysis based on the Companys peer group. In addition, for developing fiscal year 2022 target pay levels, the Human Resources staff purchased subscriptions to financial and executive compensation databases to obtain market data, including a subscription to the Economic Research Institute ("ERI"), a leading third-party compensation data provider, and Willis Towers Watson ("WTW"), a third-party compensation data provider for international compensation. Utilizing the data provided by ERI, the Human Resources staff reviewed the compensation of executives of peer group companies based on a number of criteria including, but not limited to, geography, revenue, growth rate, and types of products. During fiscal year 2022, the scope of ERI’s services to the Company was limited to providing access to its database to the Human Resources staff. The Human Resources staff also frequently monitors public sources known within the industry to keep up to date on market trends.
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Market competitive pay for each NEO was determined by evaluating base salaries and target incentive awards from our stated peer group and targeting the market median. When this information was limited, we blended peer group data and third-party survey information from Aon, Economic Research Institute, NFPCC, Mercer and TowersWatson.
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For 2021, we increased the Named Executive Officers’ base salaries in order to, among other things, maintain their compensation at a competitive level. The committee’s independent compensation consultant provided an updated study to the committee in 2021 which included the compensation levels of each of the Named Executive Officers and those from the previously identified peer group. The independent compensation consultant also examined with the committee the pay practices from other Pennsylvania, New York, New Jersey, and Ohio based financial institutions with assets generally between $1 billion and $2 billion, with data from the Economic Research Institute used to normalize the information for Johnstown, Pennsylvania. The compensation/human resources committee also considered a number of factors in setting these new levels, including an annual review of peer compensation and the overall performance of the company.
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In 2021, Aon was also engaged to perform executive and non-employee director pay analysis based on the Companys new peer group. In addition, in fiscal year 2021, the Human Resources staff purchased subscriptions to financial and executive compensation databases to obtain market data, including a subscription to the Economic Research Institute ("ERI"), a leading third-party compensation data provider, and Willis Towers Watson ("WTW"), a third-party compensation data provider for international compensation. Utilizing the data provided by ERI, the Human Resources staff reviewed the compensation of executives of peer group companies based on a number of criteria including, but not limited to: geography, revenue, growth rate, and types of products. During fiscal year 2021, the scope of ERI’s services to the Company was limited to providing access to its database to the Human Resources staff. The Human Resources staff also frequently monitors public sources known within the industry to keep up to date on market trends.
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Market competitive pay for each NEO was determined by evaluating base salaries and target incentive awards from our stated peer group and targeting the market median. When this information was limited, we blended peer group data and third-party survey information from Aon, Economic Research Institute, NFPCC, Mercer and TowersWatson.
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In establishing and evaluating fiscal 2022 compensation for our NEOs, the Company used market data from the Economic Research Institutes Executive Compensation Assessor. The Economic Research Institute data reflected compensation levels at companies of similar size engaged in aircraft parts manufacturing and applied geographic pay differentials to reflect the location of our operations. The Compensation Committee did not engage an outside compensation consultant during the 2022 fiscal year.
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The Compensation Committee also considers compensation data from the Economic Research Institute, which takes into consideration company size, geography, base salary and variable cash compensation but excludes equity incentive compensation information.
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In general, our compensation committee has determined to save our company the cost of engaging an independent compensation consultant, unless factors or circumstances change significantly. In addition, in connection with setting executive compensation levels for fiscal 2022, our compensation committee reviewed the following external reports and surveys: (i) Economic Research Institute, Executive Compensation Assessor; ii) FW Cook 2020 Aggregate Share-Based Compensation Report; (iii) FW Cook 2020 Top 250 Report; (iv) FW Cook 2019 Annual Incentive Plan Report; (v) Meridian Compensation Partners 2020 Executive Compensation Trends and Developments Survey; and (vi) ClearBridge Compensation Group 2019 Annual & Long Term Incentive Plan Design Report. In setting executive compensation for fiscal years 2021 and 2022, our compensation committee took into account its own internal reports on recent trends in executive compensation at public companies, including pay-for-performance, say-on-pay, merit increases, annual incentives, long-term incentives and perquisites.
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In making decisions regarding elements and amounts of compensation, the Committee considers the compensation paid to executive officers at similar levels and responsibilities. These are public companies in our geographical area with revenues of between $250 million and $1 billion and with a focus on manufacturing or technology.
The following list sets forth the companies comprising our peer group list: Apogee Enterprises, Inc.; Hawkins, Inc.; Badger Meter, Inc.; iMedia Brands, Inc.; Bio-Techne Corporation; Tennant Company; Winnebago Industries, Inc.; Lindsay Corporation; Raven Industries, Inc.; Enerpac Tool Group Corp.; Graco, Inc.
The Committee also considers compensation data from the Economic Research Institute, which takes into consideration company size, geography, base salary and variable cash compensation but excludes equity incentive compensation information.
The Committee believes that its executive compensation is sufficiently conservative, as well as appropriately competitive, so as not to require an external consultant opinion.
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In identifying the peer group of surveyed companies, the Committee considered market information available through both Equilar, Inc., a leading executive compensation data solutions company, and the Economic Research Institute, an industry- and region-specific compensation database, as reference points and to assemble market data on companies having similar industrial characteristics and revenues to ours. The Committee, together with management and Lockton, review the gathered data for each of our NEO and other key employee positions and adjusted that data for the scope of each employee’s responsibilities at Lifeway as compared to equivalent responsibilities of positions within companies included in the survey data.
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In establishing and evaluating fiscal 2021 compensation for our NEOs, the Company used market data from the Economic Research Institute's Executive Compensation Assessor. The Economic Research Institute data reflected compensation levels at companies of similar size engaged in aircraft parts manufacturing and applied geographic pay differentials to reflect the location of our operations. The Compensation Committee did not engage a compensation consultant during the 2021 fiscal year.
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For 2020, we increased the Named Executive Officers’ base salaries in order to, among other things, maintain their compensation at a competitive level. The committee’s independent compensation consultant provided an updated study to the committee in 2019 which included the compensation levels of each of the Named Executive Officers and those from the previously identified peer group. The independent compensation consultant also examined with the committee the pay practices from other Pennsylvania, New York, New Jersey, and Ohio based financial institutions with assets generally between $1 billion and $2 billon, with data from the Economic Research Institute used to normalize the information for Johnstown, Pennsylvania. The compensation/human resources committee also considered a number of factors in setting these new levels, including an annual review of peer compensation and the overall performance of the company.
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In 2020, Aon was also engaged to perform executive and non-employee director pay analysis based on the Company's new peer group. In addition, in fiscal year 2020, the Human Resources staff purchased subscriptions to financial and executive compensation databases to obtain market data, including a subscription to the Economic Research Institute ("ERI"), a leading third-party compensation data provider. Utilizing the data provided by ERI, the Human Resources staff reviewed the compensation of executives of peer group companies based on a number of criteria including, but not limited to: geography, revenue, growth rate, types of products, and adjusted EBITDA. During fiscal year 2020, the scope of ERI’s services to the Company was limited to providing access to its database to the Human Resources staff. The Human Resources staff also frequently monitors public sources known within the industry to keep up to date on market trends.
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The Compensation Committee assessed the independence of Willis Towers Watson pursuant to applicable SEC and Nasdaq rules and concluded that Willis Towers Watson’s work for the Compensation Committee does not raise any conflict of interest.
For 2020, we also subscribed to an on-line compensation service available through the Economic Research Institute (“ERI”). ERI compiles a robust database on job competencies, cost-of-living increases and executive compensation surveys. These three databases are used to help gauge the competitiveness of our 2020 salaries and executive compensation practices.
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The data used by L&A in its survey of compensation, which we refer to as the “compensation study,” was weighted so that 50% was from published surveys from Economic Research Institute, Mercer, Pay Factors, Kenexa and WorldatWork and 50% was from compensation disclosures included in the proxy statements of members of our peer group. At the beginning of fiscal 2021 (spring 2020), L&A reviewed the Company’s current peer group for appropriateness and provided the Compensation Committee with recommendations for any additional peers to be included. L&A analyzed the Company’s peer group and potential modifications based on (1) other similar companies within similar industries, (2) revenue, (3) asset size, (4) market capitalization, and (5) enterprise value.
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In reviewing the executive compensation peer group for 2020, the compensation committee (1) removed Enbridge Energy Partners, L.P. because of its acquisition by the parent company, (2) removed Enterprise Products Partners, L.P. because of its significantly larger financial indicators, (3) added Cheniere Energy, Inc. which fell within the parameters described above and (4) replaced EnLink Midstream Partners, L.P. with EnLink Midstream, LLC. The committee maintained the remainder of the companies from 2020 for the 2021 executive compensation peer group.
Market competitive pay for each NEO was determined by evaluating base salaries and target incentive awards from our peer group and targeting the market median. When this information was limited, we blended peer group data and third-party survey information from Aon, Economic Research Institute, L&A, Mercer and TowersWatson.
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For 2019, we increased the Named Executive Officers’ base salaries in order to, among other things, maintain their compensation at a competitive level. The committee’s independent compensation consultant provided an updated study to the committee which included the compensation levels of each of the Named Executive Officers and those from the previously identified peer group. The independent compensation consultant also examined with the committee the pay practices from other Pennsylvania, New York, New Jersey, and Ohio based financial institutions with assets generally between $1 billion and $2 billon, with data from the Economic Research Institute used to normalize the information for Johnstown, Pennsylvania. The compensation/human resources committee also considered a number of factors in setting these new levels, including an annual review of peer compensation and the overall performance of the company.
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In establishing and evaluating fiscal 2019 compensation for our NEOs, the Company used market data from the Economic Research Institutes Executive Compensation Assessor, as well as recent proxy statements of peer group companies also engaged in technology-oriented metals manufacturing. The Economic Research Institute data reflected compensation levels at companies of similar size engaged in aircraft parts manufacturing and applied geographic pay differentials to reflect the location of our operations.
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In 2019, Aon was also engaged to perform executive and director pay analysis based on the Companys new peer group. In addition, in fiscal year 2019, the human resources staff purchased subscriptions to financial and executive compensation databases to obtain market data, including a subscription to the Economic Research Institute ("ERI"), a leading third-party compensation data provider. Utilizing the data provided by ERI, the human resources staff reviewed the compensation of executives of peer group companies based on a number of criteria including, but not limited to: (i) geography, (ii) revenue, (iii) growth rate, (iv) types of products, and (v) adjusted EBITDA. The scope of ERI’s services to the Company during fiscal year 2019 was limited to providing access to its database to the human resources staff. The human resources staff also frequently monitors public sources known within the industry to keep up to date on market trends
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For 2019, we also subscribed to an on-line compensation service available through the Economic Research Institute (“ERI”). ERI compiles a robust database on job competencies, cost-of-living increases and executive compensation surveys. These three databases are used to help gauge the competitiveness of our 2019 salaries and executive compensation practices.
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In making decisions regarding elements and amounts of compensation, the Committee considers the compensation paid to executive officers at similar levels and responsibilities. These are public companies in our geographical area (South Dakota, North Dakota, Minnesota, Iowa, and Nebraska) with revenues of between $250 million and $1 billion and with a focus on manufacturing or technology.
The following list sets forth the companies comprising our peer group list:
Apogee Enterprises, Inc.; Hawkins, Inc.; Badger Meter, Inc.; EVINE Live Inc.; Bio-Techne Corporation; Tennant Company; Winnebago Industries, Inc.; Lindsay Corporation; Raven Industries, Inc.; Actuant Corporation; Graco, Inc.; MTS Systems Corporation
The Committee also considers compensation data from Salary.com and the Economic Research Institute, which takes into consideration company size, geography, base salary and variable cash compensation but excludes equity incentive compensation information.
The Committee believes that its executive compensation is sufficiently conservative, as well as appropriately competitive, so as not to require an external consultant opinion.
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In identifying the peer group of surveyed companies, the Audit and Corporate Governance Committee considered market information available through both Equilar, Inc., a leading executive data solutions company, and the Economic Research Institute, an industry- and region-specific compensation database, as reference points and to assemble market data on companies having similar industrial characteristics and revenues to ours. The Committee, together with management and Lockton, review the gathered data for each of our NEO and other key employee positions and adjusted that data for the scope of each employee’s responsibilities at Lifeway as compared to equivalent responsibilities of positions within companies included in the survey data.
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The data used by L&A in its survey of compensation, which we refer to as the “compensation study,” was weighted so that 50% was from published surveys from Economic Research Institute, Mercer, Pay Factors, Kenexa and WorldatWork and 50% was from compensation disclosures included in the proxy statements of members of our peer group. At the beginning of fiscal 2020 (spring 2019), L&A reviewed the Company’s current peer group for appropriateness and provided the Compensation Committee with recommendations for any additional peers to be included. L&A analyzed the Company’s peer group and potential modifications based on (1) other similar companies within similar industries, (2) revenue, (3) asset size, (4) market capitalization, and (5) enterprise value.
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In identifying the peer group of surveyed companies, the Audit and Corporate Governance Committee considered market information available through both Equilar, Inc., a leading executive data solutions company, and the Economic Research Institute, an industry- and region-specific compensation database, as reference points and to assemble market data on companies having similar industrial characteristics and revenues to ours. The Committee, together with management and Lockton, review the gathered data for each of our NEO and other key employee positions and adjust that data for the scope of each employee’s responsibilities at Lifeway as compared to equivalent responsibilities of positions within companies included in the survey data.<br />
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In 2018, Aon was also engaged to perform executive and director pay analysis based on the Company's new peer group. In addition, in fiscal year 2018, the human resources staff purchased subscriptions to financial and executive compensation databases to obtain market data, including a subscription to the Economic Research Institute ("ERI"), a leading third-party compensation data provider. Utilizing the data provided by ERI, the human resources staff reviewed the compensation of executives of peer group companies based on a number of criteria including, but not limited to: (i) geography, (ii) revenue, (iii) growth rate, (iv) types of products and (v) EBITDA. The scope of ERI’s services to the Company during fiscal year 2018 was limited to providing access to its database to the human resources staff. The human resources staff also constantly monitors public sources known within the industry to keep up to date on market trends.<br />
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For 2018, we increased the Named Executive Officers’ base salaries in order to, among other things, maintain their compensation at a competitive level. The committee’s independent compensation consultant provided an updated study to the committee which included the compensation levels of each of the Named Executive Officers and those from the previously identified peer group. The independent compensation consultant also examined with the committee the pay practices from other Pennsylvania, New York, New Jersey, and Ohio based financial institutions with assets generally between $1 billion and $2 billon, with data from the Economic Research Institute used to normalize the information for Johnstown, Pennsylvania. The compensation/human resources committee also considered a number of factors in setting these new levels, including an annual review of peer compensation and the overall performance of the company.<br />
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For 2018, we also subscribed to an on-line compensation service available through the Economic Research Institute (“ERI”). ERI compiles a robust database on job competencies, cost-of-living increases and executive compensation surveys. These three databases are used to help gauge the competitiveness of our 2018 salaries and executive compensation practices.<br />
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Villareal’s December 2017 materials included 2016 executive compensation market information obtained from SEC filings for the company’s executive compensation peer group consisting at that time of Bill Barrett Corporation, Cabot Oil & Gas Corporation, Cimarex Energy Company, Denbury Resources, Inc., Helmerich & Payne, Inc., Laredo Petroleum, Inc., Newfield Exploration Company, Parker Drilling Company, Patterson - UTI Energy, Inc., Pioneer Energy Services Corporation, SM Energy Company, Stone Energy Corporation, and Whiting Petroleum (the “2017 peer group”). The Villareal materials also included 2017 market compensation information based on survey data for executives with positions comparable to the NEOs, obtained from the 2017 Mercer Survey for energy companies with a $1.0 to $3.0 billion revenue range; the 2017 ECI Survey for energy companies and company divisions of size comparable to Unit; and Economic Research Institute’s Executive Compensation Assessor, providing data covering 2,000 industries and over 500 top management/executive positions, including energy companies of comparable size to Unit.
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Our Compensation Committee has determined that our respective named executive officers’ salaries, cash incentive bonuses and equity holdings were at or below the median of named executive officers with similar roles at public companies having comparable revenues and that no material changes should be made to the cash compensation levels of our named executive officers until our annual named executive officer performance reviews, which were conducted in the first quarter of 19. This median was derived based on a report we obtained from The Burke Group in 2018. The report compared our named executive officer compensation with the results of two surveys, involving companies in the aerospace and military/defense industry with revenues of between $100 million and $200 million, one from Willis Watson Data Services and one from the Economic Research Institute. Our Compensation Committee realizes that benchmarking our compensation against the compensation earned at comparable companies may not always be appropriate, but believes that engaging in a comparative analysis of our compensation practices is useful. In instances where a named executive officer is uniquely key to our success, the Compensation Committee may provide compensation above the median referred to above. The Committee’s choice not to recommend to the Board of Directors immediate material changes to the compensation levels following its review of The Burke Group’s report reflects our consideration of stockholders’ interests in paying what is necessary, but not more than necessary, to achieve our corporate goals while conserving cash and equity as much as is practicable. We believe that our compensation levels are generally sufficient to retain our existing named executive officers and to hire new named executive officers when and as required.<br />
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Market competitive pay for each NEO was determined by evaluating base salaries and target incentive awards from our peer group and targeting the market median. When this information was not available, we reviewed third-party survey information from Mercer and TowersWatson for energy companies of similar size to us and Aon Hewitt, Economic Research Institute, and World at Work Survey.
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The data used by L&A in its survey of compensation, which we refer to as the “compensation study,” was weighted so that 50% was from published surveys from Economic Research Institute, Mercer, Pay Factors, Kenexa and WorldatWork and 50% was from disclosure in compensation peer group proxy statements. At the beginning of fiscal 2019 (spring 2018), L&A reviewed the Company’s current peer group for appropriateness and provided the Compensation Committee with recommendations for any additional peers to be included. L&A analyzed the Company’s peer group and potential modifications based on (1) other similar companies within similar industries, (2) revenue, (3) market capitalization, (4) enterprise value, (5) asset size (6) net income, (7) EBITDA and (8) one-year, three-year and five-year total shareholder return (“TSR”).
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The Committee also considers compensation data from Salary.com and the Economic Research Institute, which takes into consideration company size, geography, base salary and variable cash compensation but excludes equity incentive compensation information.
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The Compensation Committee, with assistance from our executives if required, researches compensation levels by investigating comparable company records, purchasing third party compensation surveys or engaging compensation consultants. The acquired data is evaluated by the Compensation Committee and is one factor in establishing compensation plans for the NEOs. To help establish competitive compensation levels, the Compensation Committee examined executive compensation survey data, including “base salaries,” “incentive compensation,” and total cash compensation, from Economic Research Institute (“ERI”). The survey data was tailored to include only those U.S. public companies in the “Instrument Manufacturing” segment with revenues between $50 - $100 million per year. This included companies that produced both medical devices and general electronic instruments, along with consumable supplies. The data was further adjusted for the geographic location of each NEO. The data from this analysis was used by the Compensation Committee as one factor in determining compensation levels for base salary and total compensation.
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The Committee also considers compensation data from Salary.com and the Economic Research Institute, which takes into consideration company size, geography, base salary and variable cash compensation but excludes equity incentive compensation information.<br />
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The data used by L&A in its survey of compensation, which we refer to as the “compensation study,” was weighted so that 50% was from published surveys from Towers Watson, Economic Research Institute, Mercer, Pay Factors, Kenexa and WorldatWork and 50% was from disclosure in compensation peer group proxy statements. At the beginning of fiscal 2017 (spring of 2016) L&A reviewed the Company’s current peer group for appropriateness and provided the Compensation Committee with recommendations for any additional peers to be included. L&A analyzed the Company’s peer group and potential additional companies based on (1) other similar companies within similar industries, (2) revenue, (3) market capitalization, (4) enterprise value, (5) asset size (6) net income, (7) EBITDA and (8) one-year and three-year total shareholder return (“TSR”).<br />
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L&A compiled compensation data for the peer group from the summary compensation tables within peer group proxy statements, as well as narrative disclosures in the CD&A sections. The consultant also provided published survey compensation data from multiple sources, including the following surveys: Economic Research Institute, Mercer, Inc. Energy Survey, Kenexa, Towers Watson and L&A’s Energy LTI Survey. For each survey, L&A adjusted the data to appropriately reflect companies of a similar size to the Company.<br />
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The Compensation Committee, with the assistance of the Compensation Consultant, reviewed the companies comprising the Custom Peer Group in order to maintain its appropriateness for the competitive pay analysis. These companies were generally selected since they are all companies in the energy and energy services industry and the majority have relatively similar market capitalization. The Compensation Committee believes the Custom Peer Group reflects our current competitors for employee talent and that it provides an appropriate peer set for the purposes of evaluating our pay practices and the Chief Executive Officer’s pay levels. The published compensation surveys consisted of the following 2017 materials: Economic Research Institute -- Executive Compensation Assessor Tower Watson -- Top Management Compensation Mercer, Inc. -- US MTCS: Energy Sector WorldatWork -- Total Salary Increase Budget Survey Salary.com -- CompAnalyst.The Compensation Committee used the competitive pay information and surveys as a “market check” to ensure, in its subjective judgment, that the Chief Executive Officer’s base salary, target total cash compensation, long-term incentive awards and total direct compensation remain competitive. The Compensation Committee does not target any individual pay component to fall within a specific range or percentile of the competitive pay information. While the competitive pay information is important to the Compensation Committee’s approval process, it is just one of several factors considered by the Compensation Committee in approving executive compensation and the Compensation Committee has discretion in determining the nature and extent of its use.<br />
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Lifeway believes the interests of the Company and its shareholders are best served by developing and maintaining compensation policies that are consistent and competitive with peer group companies. Therefore, each year, the Board, in consultation with management, analyzes market data regarding base salary, cash bonus awards, equity incentive awards, and other benefits paid to executive officers and independent directors by companies the Board considers our primary peer group. The Board relies on management and external research to identify the individual companies that make up this group. In identifying the peer group of surveyed companies, management uses the Economic Research Institute, an industry- and region-specific compensation database, to assemble market data on publicly-traded companies having similar industrial characteristics and revenues to ours. Management and the Board review the gathered data for each of the independent director, NEO, and other key employee positions and adjust for the scope of employee’s responsibilities at Lifeway as compared to equivalent responsibilities of positions within companies included in the survey data.<br />
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The Compensation Committee retained Crowe Horwath LLP in 2017 to review each component of the Corporation’s director compensation program, including that of its Chairman, Vice Chairman, and Committee Chairs. The review included benchmarking our compensation components with market based data from peer comparisons of similar organizations (the “2017 Survey”). The 2017 Survey was based on a comparison of industry surveys, proxy statement information of peer institutions, and data from the Economic Research Institute. The review included collecting the 25th, 50th, and 75th percentile data from each of these sources and comparing them to the amounts paid to the members of our Board. The Compensation Committee reviewed and considered the results of the 2017 Survey, but took no specific action as a result.
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For 2017, we also subscribed to an on-line compensation service available through the Economic Research Institute (“ERI”). ERI compiles a robust database on job competencies, cost-of-living increases and executive compensation surveys. These three databases are used to help gauge the competitiveness of our 2017 salaries and executive compensation practices.<br />
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The Villareal materials also included 2016 market compensation information based on survey data for executives with positions comparable to the NEOs, obtained from the 2016 Mercer Survey for energy companies with a $1.0 to $3.0 billion revenue range; the 2016 ECI Survey for energy companies and company divisions of size comparable to Unit; and Economic Research Institute’s Executive Compensation Assessor, providing data covering 2,000 industries and over 500 top management/executive positions, including energy companies of comparable size to Unit.<br />
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At its February and March 2018 meetings, our Compensation Committee determined that our respective named executive officers’ salaries, cash incentive bonuses and equity holdings were at or below the median of named executive officers with similar roles at public companies having comparable revenues and that no material changes should be made to the cash compensation levels of our named executive officers until our annual named executive officer performance reviews, which were conducted in the first quarter of 2018. This median was derived based on a report we obtained from The Burke Group in March 2018. The report compared our named executive officer compensation with the results of two surveys, involving companies in the aerospace and military/defense industry with revenues of between $100 million and $200 million, one from Willis Watson Data Services and one from the Economic Research Institute. Our Compensation Committee realizes that benchmarking our compensation against the compensation earned at comparable companies may not always be appropriate, but believes that engaging in a comparative analysis of our compensation practices is useful. In instances where a named executive officer is uniquely key to our success, the Compensation Committee may provide compensation above the median referred to above. The Committee’s choice not to recommend to the Board of Directors immediate material changes to the compensation levels following its review of The Burke Group’s report reflects our consideration of stockholders’ interests in paying what is necessary, but not more than necessary, to achieve our corporate goals while conserving cash and equity as much as is practicable. We believe that our compensation levels are generally sufficient to retain our existing named executive officers and to hire new named executive officers when and as required.<br />
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Survey data from various sources may also be utilized, including the following: Economic Research Institute Executive Compensation Assessor Towers Watson Top Management Compensation Mercer, Inc. US General Benchmark Survey Kenexa CompAnalyst World at Work Total Salary Increase Budget Survey IPAS Global Technology Survey
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For 2017, we increased the Named Executive Officers’ base salaries in order to, among other things, maintain their compensation at a competitive level. The independent compensation consultant provided an updated study to the committee which included the compensation levels of each of the Named Executive Officers and those from the previously identified peer group. The independent compensation consultant also examined with the committee the pay practices from other Pennsylvania, New York, New Jersey, and Ohio based financial institutions with assets generally between $1 billion and $2 billon, with data from the Economic Research Institute used to normalize the information for Johnstown, Pennsylvania. The compensation committee also considered a number of factors in setting these new levels, including an annual review of peer compensation and the overall performance of the company.<br />
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While independent compensation consultants are only retained periodically, annually, the human resources staff purchases subscriptions to financial and executive compensation databases. In fiscal year 2017, the human resources staff utilized subscriptions to the Economic Research Institute (“ERI”) and Equilar, Inc. (“Equilar”), both of which are leading third-party compensation data providers. Utilizing the data provided by ERI and Equilar, the human resources staff reviewed the compensation of executives of peer group companies based on a number of criteria including, but not limited to: (i) geography, (ii) revenue, (iii) growth rate, (iv) types of products and (v) EBITDA. The scope of Equilar’s and ERI’s services to the Company during fiscal year 2017 was limited to providing access to its database to the human resources staff.<br />
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Longnecker also reviewed survey data as a reference point to compare the compensation of our executives to those of a broad range of companies. The published surveys utilized by Longnecker included the following: Economic Research Institute, Executive Compensation Assessor; Mercer, Inc., 2016 Mercer Total Compensation Survey for the Energy Sector;Towers Watson, 2016 CSR General Industry Top Management Compensation Survey Report; and Longnecker & Associates, Energy Industry Long-Term Incentive Compensation Survey.
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Market competitive pay for each NEO was determined by evaluating base salaries and target incentive awards from our peer group. When this information was not available, we reviewed third-party survey information from Mercer and TowersWatson for energy companies of similar size to us and Aon Hewitt, Economic Research Institute, Kenexa and World at Work Survey. <br />
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The Compensation Committee frequently engages independent compensation consultants to assist it in the compensation process for the Named Executive Officers. The consultants are retained by and report to the Compensation Committee. The consultants provide expertise and information about competitive trends in the employment marketplace, including established and emerging compensation practices at other similarly situated companies. The consultants also provide survey data and assist in assembling relevant comparison groups for various purposes and establishing benchmarks for base salary, benefits, perquisites and incentives based on a number of factors. During fiscal year 2017, the Compensation Committee of the Board of Directors engaged Arthur Warren Associates, a compensation consultant, to advise the Compensation Committee on executive officer and director compensation. During fiscal 2017, Arthur Warren Associates also assisted the Compensation Committee in the review of base salary, short-term incentives, long term phantom and equity incentive plan design trends, particularly among the Bank’s peer group, as determined through industry surveys and published proxy statements. The Compensation Committee also used the consultant’s assistance in setting parameters for incentive awards consistent with peer group awards in the Bank’s competitive market place. The Compensation Committee also relied on other survey sources including FinPro Custom Peer Group Survey Data, Pearl Meyer & Partners 2016 New York Bankers Association Banking Compensation Survey, Pearl Meyer & Partners 2016 Northeast Bankers Survey, and Economic Research Institute (ERI) Survey.
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To help establish competitive compensation levels, the Compensation Committee examined executive compensation survey data, including “base salaries”, “incentive compensation” and total cash compensation, from Economic Research Institute (“ERI”). The survey data was tailored to include only those U.S. public companies in the “Instrument Manufacturing” segment with revenues between $50 -- $100 million per year. This included companies that produced both medical devices and general electronic instruments, along with consumable supplies. The data was further adjusted for the geographic location of each NEO. The data from this analysis was used by the Compensation Committee as one factor in determining compensation levels for base salary and total compensation.
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For the reports determining historical under-compensation for Ms. Larios and Mr. Cowan and evaluating cash bonuses, both officers’ compensation was compared to the 75th percentile of compensation data from the following published salary surveys: the 2015/2016 ERI Executive Compensation Assessor by the Economic Research Institute; the 2016 CompAnalyst Compensation Survey by Kenexa; the 2015 Top Management Compensation Survey by Towers Watson; and the 2015 General Executive Benchmark by Mercer. No individual companies were used because the report covered fifteen years of data.
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The Committee also considers compensation data from Salary.com and the Economic Research Institute, which takes into consideration company size, geography, base salary and variable cash compensation but excludes equity incentive compensation information.
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The data used by L&A in its survey of compensation, which we refer to as the “compensation study,” was weighted so that 50% was from published surveys from Towers Watson, Economic Research Institute, Mercer, Pay Factors, Kenexa and WorldatWork and 50% was from disclosure in compensation peer group proxy statements. At the beginning of fiscal 2017 (spring of 2016) L&A reviewed the Company’s current peer group for appropriateness and provided the Compensation Committee with recommendations for any additional peers to be included. L&A analyzed the Company’s peer group and potential additional companies based on (1) other similar companies within similar industries, (2) revenue, (3) market capitalization, (4) enterprise value, (5) asset size (6) net income, (7) EBITDA and (8) one-year and three-year total shareholder return (“TSR”). Based on this analysis, L&A recommended removal of the following peers used in fiscal 2016: Globe Specialty Metals, Inc. (merged with FerroAtlantica); and Newpark Resources, Inc. (too small by several metrics). L&A recommended the addition of the following companies to the peer group: Summit Materials Inc., Continental Building Products, Inc., U.S. Concrete, Inc. and Headwaters Incorporated. Based on L&A’s recommendation, the Compensation Committee utilized the following 15-company peer group in analyzing fiscal 2017 compensation (“compensation peer group”):
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The published compensation surveys consisted of the following 2016 materials: Economic Research Institute -- Executive Compensation Assessor Tower Watson -- Top Management Compensation Mercer, Inc. -- US MTCS: Energy Sector WorldatWork -- Total Salary Increase Budget Survey Salary.com -- CompAnalyst
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The Nominating and Governance Committee periodically reviews industry data from the National Association of Corporate Directors Director Compensation Report and Survey Data and evaluates industry averages, personal liability risks and other factors relating to director compensation. On May 20, 2015, the Nominating and Governance Committee authorized the director compensation arrangement described below, which sets forth certain terms and conditions for director compensation but did not at that time increase the amount of compensation previously set in November 2013. On May 10, 2016, based on the Nominating and Governance Committee’s recommendation after reviewing market data for director compensation from the Economic Research Institute, Steven Hall & Partners and the National Association of Corporate Directors, the Board approved increases to the amounts of compensation under the director compensation arrangement.
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During 2016, all elements of executive base and incentive compensation were found to be within a competitive range. Compensation decisions were guided, in part, by review of the peer group data and in part by reference to industry survey data provided for the Upstream Oil and Natural Gas Support Activities industrial sector, on a nationwide basis by the Economic Research Institute (ERI), as well as additional published data for validation purposes (the peer group and industry survey data collectively referred to herein as the “market data”). In addition, the members of the Compensation Committee are familiar with competitive compensation programs based on their experiences owning and/or managing other companies and sitting on other private and public companies’ boards of directors.
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L&A compiled compensation data for the peer group from the summary compensation tables within peer group proxy statements, as well as narrative disclosures in the CD&A sections. The consultant also provided published survey compensation data from multiple sources, including the following surveys: Economic Research Institute, Mercer, Inc. Energy Survey, Kenexa, Towers Watson and L&A’s Energy LTI Survey. For each survey, L&A adjusted the data to appropriately reflect companies of a similar size to the Company.
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During 2016, the Compensation Committee engaged the services of Arthur Warren Associates, an independent compensation advisory firm specializing in community bank compensation plans. Arthur Warren Associates assisted the Compensation Committee in the review of Salisbury’s short term incentive program and Salisbury’s long term equity incentive plan. Arthur Warren Associates also assisted the Compensation Committee in the review of equity incentive plan design trends, particularly among Salisbury’s peer group (as identified below), as determined through industry surveys and published proxy statements. In conducting its review, the Compensation Committee also relied on other survey sources including Pearl Meyer & Partners Northeast Bankers Survey, Economic Research Institute (ERI) Executive Compensation Survey, Banking Compensation Northeast and SNL for proxy compensation data for named executive officers for the approved peer group.
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Survey data from various sources may also be utilized, including the following: Economic Research Institute Executive Compensation Assessor Towers Watson Top Management Compensation Mercer, Inc. US General Benchmark Survey Kenexa CompAnalyst World at Work Total Salary Increase Budget Survey IPAS Global Technology Survey
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Warren also relied on other survey sources including FDIC data as of June 30, 2014, Pearl Meyer & Partners 2013 New York Bankers Association Banking Compensation Survey, 2013 Northeast Bankers Survey, and the ERI Economic Research Institute Survey.
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For 2016, we also subscribed to an on-line compensation service available through the Economic Research Institute (“ERI”). ERI compiles a robust database on job competencies, cost-of-living increases and executive compensation surveys. These three databases are used to help gauge the competitiveness of our 2016 salaries and executive compensation practices.
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At its December 2016 meeting, our Compensation Committee determined that our respective named executive officers’ salaries, cash incentive bonuses and equity holdings were at or below the median of named executive officers with similar roles at public companies having comparable revenues and that no material changes should be made to the cash compensation levels of our named executive officers until our annual named executive officer performance reviews, which were conducted in the first quarter of 2017. This median was derived based on a report we obtained from The Burke Group in January 2016. The report compared our named executive officer compensation with the results of two surveys, involving companies in the aerospace and military/defense industry with revenues of between $100 million and $200 million, one from Towers Watson Data Services and one from the Economic Research Institute. Our Compensation Committee realizes that benchmarking our compensation against the compensation earned at comparable companies may not always be appropriate, but believes that engaging in a comparative analysis of our compensation practices is useful. In instances where a named executive officer is uniquely key to our success, the Compensation Committee may provide compensation above the median referred to above. The Committee’s choice not to recommend to the Board of Directors immediate material changes to the compensation levels following its review of The Burke Group’s report reflects our consideration of stockholders’ interests in paying what is necessary, but not more than necessary, to achieve our corporate goals while conserving cash and equity as much as is practicable. We believe that our compensation levels are generally sufficient to retain our existing named executive officers and to hire new named executive officers when and as required.
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Longnecker also reviewed survey data as a reference point to compare the compensation of our executives to those of a broad range of companies. The following published surveys utilized by Longnecker were: Economic Research Institute, 2015 ERI Executive Compensation Assessor; Mercer, Inc., 2015 US General Benchmark Survey; Towers Watson 2014/2015 Top Management Compensation; Kenexa, 2015 Compensation Survey; Longnecker & Associates, 2015 Long-Term Incentive Survey; and WorldatWork, 2015/2016 Total Salary Increase Budget Survey.
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Market competitive pay for each NEO was determined by evaluating base salaries and target incentive awards from our peer group, when available, along with reviewing external third party survey information from Mercer and TowersWatson for energy companies of similar size to us, Aon Hewitt, Economic Research Institute, Kenexa and World at Work Survey.
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We consider BDO to be independent of the Partnership and therefore the work performed by BDO does not create a conflict of interest. The BDO study was based on compensation as reported in the proxy statements, Form 8-K filings and the annual reports on Form 10-K by each company in the peer group. In addition to peer group data, BDO utilized the following published surveys: 2016 Economic Research Institute Platform, 2016 Kenexa Comp Analyst, 2015 Mercer Total Compensation for the Energy Sector, 2015 Towers Watson CBD General Industry Executive Compensation Survey, and the AON Survey of MLPs.
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The Compensation Committee’s charter requires that Citizens provide the Committee with adequate funding to engage any compensation consultants or other advisers the Committee deems it appropriate to engage. During fiscal 2015, the Compensation Committee engaged Wipfli, LLP to assist with reviewing our compensation practices and levels relating to Director, Executive Officer and Senior Management compensation. As part of this engagement, Wipfli, LLP prepared a comparative compensation report of a group of organizations or peer group companies within the banking industry. Their report and analysis was based upon an analysis of public filings by peer companies and a review of information taken from published industry compensation surveys, including the American Bankers Association Compensation and Benefits Survey, the Wisconsin Banking Industry Compensation & Benefits Survey, Wipfli’s Executive Officers & Directors Compensation & Benefits Survey for Community Banks, Crowe Horwath Financial Institutions Compensation and Benefit Midwest Survey Report, SNL Financial Executive Compensation Review for Banks and Thrifts, the Independent Bank Compensation Survey and Economic Research Institute. The Compensation Committee and Board considered the recommendations from the outside consultant when reviewing and determining base salaries, cash and equity incentive plans of our executive officers.
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The Compensation Committee frequently engages independent compensation consultants to assist it in the compensation process for the Named Executive Officers. The consultants are retained by and report to the Compensation Committee. The consultants provide expertise and information about competitive trends in the employment marketplace, including established and emerging compensation practices at other similarly situated companies. The consultants also provide survey data and assist in assembling relevant comparison groups for various purposes and establishing benchmarks for base salary, benefits, perquisites and incentives based on a number of factors. During fiscal year 2016, the Compensation Committee of the Board of Directors engaged Arthur Warren Associates, a compensation consultant, to advise the Compensation Committee on executive officer and director compensation. During fiscal 2016, Arthur Warren Associates also assisted the Compensation Committee in the review of base salary, short-term incentives, long term phantom and equity incentive plan design trends, particularly among the Bank’s peer group, as determined through industry surveys and published proxy statements. The Compensation Committee also used the consultant’s assistance in setting parameters for incentive awards consistent with peer group awards in the Bank’s competitive market place. The Compensation Committee also relied on other survey sources including FinPro Custom Peer Group Survey Data, Pearl Meyer & Partners 2015 New York Bankers Association Banking Compensation Survey, Pearl Meyer & Partners 2015 Northeast Bankers Survey, and <b>Economic Research Institute (ERI)</b> Survey.
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To help establish competitive compensation levels, the Compensation Committee examined executive compensation survey data, including “base salaries”, “incentive compensation” and total cash compensation, from <b>Economic Research Institute (“ERI”)</b>. The survey data was tailored to include only those U.S. public companies in the “Instrument Manufacturing” segment with revenues between $50 -- $100 million per year. This included companies that produced both medical devices and general electronic instruments, along with consumable supplies. The data was further adjusted for the geographic location of each NEO. The data from this analysis was used by the Compensation Committee as one factor in determining compensation levels for base salary and total compensation.<br />
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The Committee also considers compensation data from Salary.com and <b>Economic Research Institute</b>, which takes into consideration company size, geography, base salary and variable cash compensation, but excludes equity incentive compensation information.<br />
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The Compensation Committee also reviews and considers applicable published survey data when making compensation decisions. In setting 2015 compensation, Longnecker provided applicable data to the Compensation Committee from the following survey sources: <b>Economic Research Institute</b>, Mercer, Pay Factors, and Towers Watson.<br />
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In addition to advice provided by Keating, the Compensation Committee utilized the following materials, along with other resources and tools, to render compensation decisions for 2015: (i) surveys and reports of executive compensation paid by other public companies with characteristics similar to ours and (ii) professionally published surveys from Towers Watson, WTPF Compensation Survey, Direct Selling Association Management Compensation & Benefits Survey, <b>Economic Research Institute</b> Salary Assessor, and HRA-NCA. These materials and other resources help to provide us with solid benchmarks for each component of our executive compensation package as well as a general understanding of best practices of companies in our industry who are competing for with us for top talent.
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The Compensation Committee, with the assistance of the compensation consultant, reviewed the companies comprising the Custom Peer Group in order to maintain its appropriateness for the competitive pay analysis. These companies were generally selected since they are all companies in the energy and energy services industry and have various rental, leasing or manufacturing components in their business with all having an acceptable range of relatively similar annual revenues and market capitalization. The Compensation Committee believes the Custom Peer Group reflects our current competitors for employee talent and that it provides an appropriate peer set for the purposes of evaluating our pay practices and the Chief Executive Officer's pay levels.
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For years prior to 2016, management would periodically obtain survey data of comparably situated companies from <b>Economic Research Institute</b> (“<b>ERI</b>”) to guide it in its recommendations of compensation decisions. The specific parameters defined for ERI typically are job titles, company revenue size, company SIC code and geographic location. Based upon these inputs, ERI supplies base salaries, incentive and total compensation information for comparable positions. Where comparable positions did not exist, further analysis would be done to determine appropriate comparable compensation parameters. Thus, because it has been our practice to have both an Executive Chairman and a President and Chief Executive Officer, the starting point for our consideration of the compensation for these two positions was determined by combining the <b>ERI</b> data for the position of “Outside Chairman” and the position of “Inside Chairman and Chief Executive Officer” and adjusting for the additional activities and responsibilities of our Executive Chairman. The key data obtained from ERI that the Committee used were the ranges of fixed compensation (base salaries), variable compensation, and total compensation, as well as the mean of each range. This data was then compared to the actual compensation of each executive officer for the prior year and the average actual compensation for the past five years.
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In developing compensation levels for the named executive officers for the year ended December 31, 2015, the compensation committee utilized the services of Arthur Warren Associates, an independent compensation advisory firm. Arthur Warren Associates assisted the compensation committee in the review of base salary and incentive compensation for 2015, particularly among Blue Hills Bancorp’s peer group, as determined through industry surveys and published proxy statements. The compensation committee also relied on other survey sources including Pearl Meyer & Partners 2014 Massachusetts Bankers Association Banking Compensation Survey, Pearl Meyer & Partners 2014 Northeast Bankers Survey, and <b>ERI Economic Research Institute</b> Survey.
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During 2015, the Compensation Committee engaged the services of Arthur Warren Associates, an independent compensation advisory firm specializing in community bank compensation plans. Arthur Warren Associates assisted the Compensation Committee in the review of Salisbury’s short term incentive program and Salisbury’s long term equity incentive plan. Arthur Warren Associates also assisted the Compensation Committee in the review of equity incentive plan design trends, particularly among Salisbury’s peer group (as identified below), as determined through industry surveys and published proxy statements. The Compensation Committee also relied on other survey sources including Pearl Meyer & Partners 2015 New York Bankers Association Banking Compensation Survey, Pearl Meyer & Partners 2015 Northeast Bankers Survey, and <b>ERI Economic Research Institute</b> Survey.
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L&A compiled compensation data for the peer group from the summary compensation tables within proxy statements, as well as narrative disclosures in the CD&A sections. The consultant also provided published survey compensation data from multiple sources, including the following surveys: <b>Economic Research Institute</b>, Mercer, Inc. Energy Survey, Kenexa, Towers Watson and L&A’s Energy LTI Survey. For each survey, L&A adjusted the data to appropriately reflect companies of a similar size to the Company.
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In addition to peer group data, the CRI market study also utilized data from the following six (6) published salary surveys: Benchmark Database Executive; William M. Mercer Comp Analyst; Salary.com/Kenexa for Professionals CSR Top Management Compensation; Towers Watson Executive Compensation; National Executive & Senior Management Compensation Survey; CompData Executive Salary Assessor Economic Research Institute(ERI) salary Budget Survey; WorldatWork
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For 2015, we also subscribed to an on-line compensation service available through the <b>Economic Research Institute</b> (“<b>ERI</b>”). <b>ERI</b> compiles a robust database on job competencies, cost-of-living increases and executive compensation surveys. These three databases are used to help gauge the competitiveness of our 2015 salaries and executive compensation practices.
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Survey data from various sources may also be utilized, including the following: Economic Research Institute Executive Compensation Assessor Towers Watson Top Management Compensation Mercer, Inc. US General Benchmark Survey Kenexa CompAnalyst World at Work Total Salary Increase Budget Survey IPAS Global Technology Survey
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At its January 2016 meeting, our Compensation Committee determined that our respective named executive officers’ salaries, cash incentive bonuses and equity holdings were at or below the median of named executive officers with similar roles at public companies having comparable revenues and that no material changes should be made to the cash compensation levels of our named executive officers until our annual named executive officer performance reviews, which were conducted in the first quarter of 2016. This median was derived based on a report we obtained from The Burke Group. The report compared our named executive officer compensation with the results of two surveys, involving companies in the aerospace and military/defense industry with revenues of between $100 million and $200 million, one from Towers Watson Data Services and one from the <b>Economic Research Institute</b>. Our Compensation Committee realizes that benchmarking our compensation against the compensation earned at comparable companies may not always be appropriate, but believes that engaging in a comparative analysis of our compensation practices is useful. In instances where a named executive officer is uniquely key to our success, the Compensation Committee may provide compensation above the median referred to above. The Committee’s choice not to recommend to the Board of Directors immediate material changes to the compensation levels following its review of The Burke Group’s report reflects our consideration of stockholders’ interests in paying what is necessary, but not more than necessary, to achieve our corporate goals while conserving cash and equity as much as is practicable. We believe that our compensation levels are generally sufficient to retain our existing named executive officers and to hire new named executive officers when and as required.
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Warren also relied on other survey sources including FDIC data as of June 30, 2014, Pearl Meyer & Partners 2013 New York Bankers Association Banking Compensation Survey, 2013 Northeast Bankers Survey, and the <b>ERI Economic Research Institute</b> Survey.
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The Villareal materials compared the NEOs; salary and total cash compensation to the 50 and 75 percentiles of the survey group, as follows: Survey group consisted of companies in the following published surveys: 2014 <b>Economic Research Institute (ERI) Executive Compensation Salary Assessor(ERI) -- companies with revenue of $1.36 billion were used to provide market data for the three corporate NEOs only; there were no positions in that survey that corresponded to the positions of the NEOs who are heads of operating segments; 2014 Mercer Survey for energy companies (the;Mercer survey;) -- companies with revenues of $1 - $3 billion were used to provide market data for the three corporate NEOs, and data from all companies was used for market data for the two segment heads; and 2014 ECI Survey for energy companies - companies with revenues above $1.5 billion were used for corporate NEOs market comparisons; for the drilling executive, companies or company divisions with $350 - $800 million in revenues were used, and for the E&;P segment head, market information was based on companies with revenues of between $150-$750 million. Mercer and ECI Surveys were aged by 2.0% to bring current to December 31, 2014.
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Our executive compensation programs seek to attract and retain highly competent executive management who will build long-term economic value for the Company. Our general compensation philosophy for our executives is that our executives’ cash compensation should generally be at levels that are reasonably comparable to those paid at comparable companies, and that our executives' opportunities for more significant compensation should be tied closely to our performance. Although, as discussed below (see “—Elements of Compensation—Why We Pay these Elements of Compensation; How We Determine the Amounts; and Interrelationships of these Elements”), the information the Compensation Committee reviewed in setting 2015 salaries and approving the 2015 Bonus Plan showed that the proposed salaries and estimated bonuses for the Named Executive Officers were substantially below the median cash compensation as shown by the data the Committee reviewed from the <b>Economic Research Institute</b> (“<b>ERI</b>”) for comparable positions, our executives recommended the salaries and the 2015 Bonus Plan, and the Compensation Committee accepted their recommendations. We strive to maintain an egalitarian compensation structure among our senior management team, as we believe that paying our Named Executive Officers holding Senior Vice President titles substantially the same annual compensation package promotes an environment of teamwork that benefits the Company. We also try to foster an environment in which management leads by example—they recommended 2015 salaries and a bonus plan expected to provide total cash compensation to our executives substantially below the <b>ERI</b> median cash compensation data for comparable positions. Further, our CEO refused to accept any salary at all from 2002 until 2011, refused to accept more than $100,000 annually from 2011 through 2015, and has never accepted a cash bonus. Our annual bonus pool plans are designed to pay for performance. See “—Elements of Compensation—2015 Bonus Plan (Non-Equity Incentive Plan)” and “Executive Compensation Action Taken After Year-End” below.
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For 2015, we increased the Named Executive Officers’ base salaries in order to, among other things, maintain their compensation at a competitive level. The independent compensation consultant reviewed with the committee the compensation levels of each of the Named Executive Officers and those from the previously identified peer group. The independent compensation consultant also examined with the committee the pay practices from other Pennsylvania, New York, New Jersey, and Ohio based financial institutions with assets between $1 billion and $2 billon, with data from the <b>Economic Research Institute</b> used to normalize the information for Johnstown, Pennsylvania. The compensation committee also considered a number of factors in setting these new levels, including the Named Executive Officer’s annual performance review, an annual review of peer compensation, and the overall performance of the company.
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Market competitive pay for each NEO was determined by evaluating base salaries and target incentive awards from our peer group, when available, along with reviewing external third party survey information from Mercer and TowersWatson for energy companies of similar size to us, the TowersWatson Liquid Pipeline Roundtable Survey, <b>Economic Research Institute</b> Survey and the Longnecker & Associates LTI Survey.
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The Compensation Committee frequently engages independent compensation consultants to assist it in the compensation process for the Named Executive Officers. The consultants are retained by and report to the Compensation Committee. The consultants provide expertise and information about competitive trends in the employment marketplace, including established and emerging compensation practices at other similarly situated companies. The consultants also provide survey data and assist in assembling relevant comparison groups for various purposes and establishing benchmarks for base salary, benefits, perquisites and incentives based on a number of factors. During fiscal year 2015, the Compensation Committee of the Board of Directors engaged Arthur Warren Associates, a compensation consultant, to advise the Compensation Committee on executive officer and director compensation. During fiscal 2015, Arthur Warren Associates also assisted the Compensation Committee in the review of base salary, short-term incentives, long term phantom and equity incentive plan design trends, particularly among the Bank’s peer group, as determined through industry surveys and published proxy statements. The Compensation Committee also used the consultant’s assistance in setting parameters for incentive awards consistent with peer group awards in the Bank’s competitive market place. The Compensation Committee also relied on other survey sources including FinPro Custom Peer Group Survey Data, Pearl Meyer & Partners 2014 New York Bankers Association Banking Compensation Survey, Pearl Meyer & Partners 2014 Northeast Bankers Survey, and <b>Economic Research Institute (ERI)</b> Survey.
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For fiscal year 2015 executive officer compensation planning, the Committee reviewed a comprehensive executive compensation study performed by Buck Consulting in conjunction with the due diligence completed for the spin-off. In addition, several furniture industry competitors’ proxy statements (specifically Steelcase Inc., Herman Miller, Inc., Knoll, Inc., and HNI Corporation) were reviewed and analyzed. These two resources, the Buck Consulting study and the information from the review of other comparable public furniture companies, were used to determine the target compensation for each executive officer. A final validation was done by utilizing Salary Survey Data from <b>ERI (Economic Research Institute)</b> for executive positions in the United States, for the furniture manufacturing industry and company revenue of $550 million to determine that the total compensation was reasonable and competitive in view of this information.<br />
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To help establish competitive compensation levels, the Compensation Committee examined executive compensation survey data, both base salaries and total cash compensation, from <b>Economic Research Institute (“ERI”)</b>. The survey data was tailored to include only those U.S. public companies in the “Instrument Manufacturing” segment with revenues between $20 -- $50 million per year. The ERI survey included 90 public companies in the data set used to establish compensation statistics. This included companies that produced both medical devices and general electronic instruments, along with consumable supplies. The data was further adjusted for the geographic location of each NEO. The data from this analysis was used by the Compensation Committee as one factor in determining compensation levels for base salary and total compensation.<br />
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In developing compensation levels for the named executive officers for the year ended December 31, 2014, the compensation committee utilized the services of Arthur Warren Associates, an independent compensation advisory firm. Arthur Warren Associates assisted the compensation committee in the review of base salary and incentive compensation for 2014, particularly among Blue Hills Bancorp’s peer group, as determined through industry surveys and published proxy statements. The compensation committee also relied on other survey sources including Pearl Meyer & Partners 2014 Massachusetts Bankers Association Banking Compensation Survey, Pearl Meyer & Partners 2014 Northeast Bankers Survey, and <b>ERI Economic Research Institute</b> Survey.<br />
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The Committee also considers compensation data from Salary.com and <b>Economic Research Institute</b>, which takes into consideration company size, geography, base salary and variable cash compensation, but excludes equity incentive compensation information.
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The published surveys consisted of the following: Economic Research Institute</b>, <i>2014 ERI Executive Compensation Assessor; Towers Watson, 2013/2014 Top Manager Compensation; Mercer, 2014 US General Benchmark Survey; Kenexa 2014 <i>CompAnalyst; and WorldatWork, 2013/2014 Total Salary Increase Budget Survey
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In addition to advice provided by Keating the Compensation Committee utilized the following materials, along with other resources and tools, to render compensation decisions for 2014: (i) surveys and reports of executive compensation paid by other public companies with characteristics similar to ours and (ii) professionally published surveys from Towers Watson, WTPF Compensation Survey, Direct Selling Association Management Compensation & Benefits Survey, <b>Economic Research Institute</b> Salary Assessor, and HRA-NCA. These materials and other resources help to provide us with solid benchmarks for each component of our executive compensation package as well as a general understanding of best practices of companies in our industry who are competing for with us for top talent.
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Management periodically obtains survey data of comparably situated companies from <b>Economic Research Institute ("ERI")</b> to guide it in its recommendations of compensation decisions. The specific parameters defined for ERI typically are job titles, company revenue size, company SIC code and geographic location. Based upon these inputs, ERI supplies base salaries, incentive and total compensation information for comparable positions. Where comparable positions do not exist, further analysis is necessary to determine appropriate comparable compensation parameters. Thus, because it is our current practice to have both an Executive Chairman and a President and Chief Executive Officer, the starting point for our consideration of the compensation for these two positions is determined by combining the ERI data for the position of "Outside Chairman" and the position of "Inside Chairman and Chief Executive Officer" and adjusting for the additional activities and responsibilities of our Executive Chairman. The key data obtained from ERI that the Committee uses are the ranges of fixed compensation (base salaries), variable compensation, and total compensation, as well as the mean of each range. This data is then compared to the actual compensation of each executive officer for the prior year and the average actual compensation for the past five years.
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The Compensation Committee, with the assistance of the compensation consultant, reviewed the companies comprising the Custom Peer Group in order to maintain its appropriateness for the competitive pay analysis. These companies were generally selected since they are all companies in the energy and energy services industry and, the majority relatively similar annual revenues and market capitalization. The Compensation Committee believes the Custom Peer Group reflects our current competitors for employee talent and that it provides an appropriate peer set for the purposes of evaluating our pay practices and the Chief Executive Officer's pay levels. The published compensation surveys consisted of the following:Economic Research Institute, 2013 ERI Executive Compensation Assessor Tower Watson, 2013/2014 Top Management Compensation Mercer, Inc., 2013 US General Benchmark Kenexa, 2013 CompAnalyst Benchmark Survey Longnecker & Associates, 2013 Long-term Incentive SurveyWorldatWork, 2013/2014 Total Salary Increase Budget Survey
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The Compensation Consultant compiled compensation data for the 2014 Peer Group from a variety of sources, including proxy statements and other publicly filed documents. It also compiled published survey compensation data from multiple sources, including the <b>Economic Research Institute</b>, Mercer and Towers Watson. The compensation of our executive officers and the Company's total shareholder returns for purposes of determining awards of performance stock units was then compared with this 2014 Peer Group and survey data.
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The Compensation Committee also relied on other survey sources including Pearl Meyer & Partners 2014 Massachusetts Bankers Association Banking Compensation Survey, Pearl Meyer & Partners 2014 Northeast Bankers Survey, and the <b>ERI Economic Research Institute</b> Survey.
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The determination of the Company’s executive officers’ compensation is solely within the purview of the Compensation Committee. In determining and assessing the appropriateness of the compensation for all executive officers, the Compensation Committee solicits and considers the self-assessment of each executive as to his or her performance against pre-established goals and objectives, as well as the executive’s involvement in the day to day operations of the relevant business unit. The independent compensation consultant from the Burke Group supplied benchmark data from two third party surveys for Compensation Committee review: the Towers Watson Top Management Compensation Report and the <b>Economic Research Institute</b> Executive Compensation Assessor. These third party compensation surveys were utilized by the Compensation Committee to evaluate the compensation levels of chief executive officers at companies of similar size and geographic location within the high technology sector. In addition, the Compensation Committee also used survey data from Western Management Group Government Contractors Survey to benchmark compensation for Mr. Lynch and other PAR Government executives.
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During 2014, the Compensation Committee engaged the services of Arthur Warren Associates, an independent compensation advisory firm specializing in community bank compensation plans. Arthur Warren Associates assisted the Compensation Committee in the review of Salisbury’s short term incentive program and Salisbury’s long term equity incentive plan. Arthur Warren Associates also assisted the Compensation Committee in the review of equity incentive plan design trends, particularly among Salisbury’s peer group (as identified below), as determined through industry surveys and published proxy statements. The Compensation Committee also relied on other survey sources including Pearl Meyer & Partners 2014 New York Bankers Association Banking Compensation Survey, Pearl Meyer & Partners 2014 Northeast Bankers Survey, and <b>ERI Economic Research Institute</b> Survey.
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Survey data as reviewed by our third party consultants from various sources also were utilized, including the following: Economic Research Institute</span>, 2014 Executive Compensation Assessor; Towers Watson 2013/2014 Top Management Compensation; Mercer, Inc 2013 US General Benchmark Survey; Kenexa 2014 CompAnalyst; World at Work 2013/2014 Total Salary Increase Budget Survey; IPAS, Global Technology Survey
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In addition to peer group data, the CRI market study also utilized data from the following six (6) published salary surveys:Benchmark Database Executive; William M. Mercer Comp Analyst;</i> Salary.com/Kenexa for Professionals CSR Top Management Compensation;</i> Towers Watson Executive Compensation — National Executive & Senior Management Compensation Survey CompData Executive Salary Assessor<sup>© Economic Research Institute (ERI)
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To ensure that our compensation policies and practices are competitive with our peers, the Committee analyzes market data regarding base salary, cash bonus awards, equity incentive awards and other benefits paid by companies the Compensation Committee considers the Company’s primary peer group. The Compensation Committee relies on our Vice President of Human Resources and external research to identify the individual companies which make up this group. In identifying the peer group of surveyed companies, our Vice President of Human Resources utilizes the <b>Economic Research Institute</b>, an industry and region specific compensation database, to assemble market data on publicly traded companies having similar industrial characteristics and revenues to that of the Company. The gathered data is then reviewed by our Chief Executive Officer and our Vice President of Human Resources with respect to each of the executive officer positions and adjusted for the scope of responsibilities within the Company as compared to equivalent responsibilities of positions within companies included in the survey data.
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With respect to other non-executive senior management employees and other management employees, the Company uses the results of the <b>Economic Research Institute’s</b> industry- and region-specific compensation database, and generally sets annual base salaries at plus or minus 25% of the midpoint, depending on an assessment of the individual’s sustained performance and the location of his or her position.
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Warren also relied on other survey sources including FDIC data as of June 30, 2014, Pearl Meyer & Partners 2013 New York Bankers Association Banking Compensation Survey, 2013 Northeast Bankers Survey, and the <b>ERI Economic Research Institute</b> Survey.
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For 2014, we also subscribed to an on-line compensation service available through the <b>Economic Research Institute (“ERI”)</b>. <b>ERI</b> compiles a robust database on job competencies, cost-of-living increases and executive compensation surveys. These three databases are used to help gauge the competitiveness of our 2014 salaries and executive compensation practices.
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During 2013, L&A compiled compensation data from the peer group using proxy statements and other publicly filed documents. L&A also provided published survey compensation data from multiple sources, including the following surveys: <b>Economic Research Institute</b>, Mercer, Inc., Kenexa and Towers Watson. For each survey, L&A adjusted the data to appropriately reflect companies of a similar size to the Company.
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During 2014, all elements of executive base and incentive compensation were found to be within a competitive range when analyzed with respect to the named executive officers and all other officers. Compensation decisions were guided, in part, by review of the peer group data and in part by reference to industry survey data provided for the Upstream Oil and Natural Gas Support Activities industrial sector, on a nationwide basis by the <b>Economic Research Institute (ERI)</b>, as well as additional published data for validation purposes (the peer group and industry survey data collectively referred to herein as the “market data”). In addition, the members of the Compensation Committee are familiar with competitive compensation programs based on their experiences owning and/or managing other companies and sitting on other private and public companies’ boards of directors.
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ERI = Economic Research Institute</b>'s 2013 "Salary Assessor" for energy companies and company divisions of comparable revenue size; Mercer = 2013 Mercer Survey of companies of $1.0 to $3.0 billion in revenues; and ECI = 2013 ECI Survey of energy companies and company divisions of $750,000 to $1.5 billion in revenues. Mercer and ECI data aged by 3.8% on an annual basis to be current as of 12/31/13 based on 2013/2014 World at Work Salary Budget Survey and other related surveys or energy-components of larger surveys. Adjusted by +15% to reflect added responsibility for HR, Risk Management and Training/Development in addition to General Counsel position.
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Longnecker also reviewed survey data as a reference point to compare the compensation of our executives to those of a broad range of companies. The following published surveys utilized by Longnecker were: Economic Research Institute</b>, <i>2014 ERI Executive Compensation Assessor; Mercer, Inc., 22014 US General Benchmark Survey; Towers Watson <i>22013/2014 Top Management Compensation; Kenexa,2 2014 Compensation Survey;Longnecker & Associates, 22013 Long-Term Incentive Survey; and WorldatWork, <i>22014/2015 Total Salary Increase Budget Survey
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Our executive compensation programs seek to attract and retain highly competent executive management who will build long-term economic value for the Company. Our general compensation philosophy for our executives is that our executives’ cash compensation should generally be at levels that are reasonably comparable to those paid at comparable companies, and that our executives’ opportunities for more significant compensation should be tied closely to our performance. Although, as discussed below (see “—Elements of Compensation—Why We Pay these Elements of Compensation”), the information the Compensation Committee reviewed in setting 2014 salaries and approving the 2014 Bonus Plan showed that the proposed salaries and estimated bonuses for the Named Executive Officers were substantially below the median cash compensation as shown by the data the Committee reviewed from the <b>Economic Research Institute</b> for comparable positions, our executives recommended the salaries and the 2014 Bonus Plan, and the Compensation Committee accepted their recommendations. We strive to maintain an egalitarian compensation structure among our senior management team, as we believe that paying our Named Executive Officers holding the same or similar titles the same annual compensation package (except for our Chief Executive Officer, who during 2014, at his request, was paid substantially less than the other Named Executive Officers) promotes an environment of teamwork that benefits the Company. We also try to foster an environment in which management leads by example. In addition to our executives’ recommendations of the 2014 salaries and of the 2014 Bonus Plan, our Chief Executive Officer refused to accept any salary at all from 2002 until 2011, and refused to accept more than $100,000 annually from 2011 through 2015. Further, he has never accepted a cash bonus. Our annual bonus pool plans are designed to pay for performance. See “Elements of Compensation-2014 Bonus Plan,” and “Executive Compensation Action Taken After Year-End,” below.
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Market competitive pay for each NEO was determined by evaluating base salaries and target incentive awards from our peer group when available along with reviewing external third party survey information from Mercer and TowersWatson for energy companies of similar size to us, the TowersWatson Liquid Pipeline Roundtable Survey, <b>Economic Research Institute</b> Survey and the Longnecker & Associates LTI Survey.
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Management periodically obtains survey data of comparably situated companies from <span class="proxyERI">Economic Research Institute (“ERI”)</span> to guide it in its recommendations of compensation decisions. The specific parameters defined for <span class="proxyERI">ERI</span> typically are job titles, company revenue size, company SIC code and geographic location. Based upon these inputs, <span class="proxyERI">ERI</span> supplies base salaries, incentive and total compensation information for comparable positions. Where comparable positions do not exist, further analysis is necessary to determine appropriate comparable compensation parameters.<br />
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The Compensation Consultant compiled compensation data for the 2013 Peer Group from a variety of sources, including proxy statements and other publicly filed documents. It also compiled published survey compensation data from multiple sources, including the <span class="proxyERI">Economic Research Institute</span>, Mercer and Towers Watson. The compensation of our executive officers and the Company's total shareholder returns for purposes of determining awards of performance share units was then compared with this 2013 Peer Group and survey data.<br />
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The Compensation Committee utilized the following materials, along with other resources and tools, to render compensation decisions for 2013: (i) surveys and reports of executive compensation paid by other public companies with characteristics similar to ours and (ii) professionally published surveys from Towers Watson, WTPF Compensation Survey, Direct Selling Association Management Compensation & Benefits Survey, <span class="proxyERI">Economic Research Institute Salary Assessor</span>, and HRA-NCA. These materials and other resources help to provide us with solid benchmarks for each component of our executive compensation package as well as a general understanding of best practices of companies in our industry who are competing for with us for top talent.<br />
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In developing compensation plans for the Named Executive Officers, the Compensation Committee utilized the services of Arthur Warren Associates, an independent compensation advisory firm. During 2013, Arthur Warren Associates assisted the Compensation Committee in the review of base salary and incentive compensation particularly among BSB Bancorp Inc.’s peer group, as determined through industry surveys and published proxy statements. The Compensation Committee also relied on other survey sources including Pearl Meyer & Partners 2013 Massachusetts Bankers Association Banking Compensation Survey, Pearl Meyer & Partners 2013 Northeast Bankers Survey, and <span class="proxyERI">ERI Economic Research Institute Survey</span>.<br />
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L&A compiled compensation data for the peer group from the summary compensation tables within proxy statements, as well as narrative disclosures in the CD&A sections. The consultant also provided published survey compensation data from multiple sources, including the following surveys: <span class="proxyERI">Economic Research Institute</span>, Mercer, Inc. Energy Survey, Kenexa and Towers Watson. For each survey, L&A adjusted the data to appropriately reflect companies of a similar size to the Company.<br />
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In establishing and evaluating fiscal 2013 compensation for our executive officers as of January 1, 2013, as well as for executive officers hired in 2013, the Compensation Committee utilized survey market data and peer group analysis provided by QTI... The market data compiled by QTI in 2012 updated the peer group universe and market data compiled by the Company in 2010 and was based on published survey sources, including the <span class="proxyERI">Economic Research Institute Executive Compensation Assessor</span>, Radford Global Technology and Global Sales Surveys and Towers Watson Data Services Global Remuneration Planning and Data Services Top Management Compensation Survey Reports, as well as recent proxy statements of the Company’s peer group companies.<br />
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In 2013, the Compensation and Human Resources Committee instructed Arthur Warren Associates to benchmark the Bank’s executive compensation programs against its peers to ensure that such programs are consistent with prevailing practices in its industry. The peer group consisted of three market surveys (Northeast Bankers Survey, Massachusetts Bankers Association Survey and <span class="proxyERI">Economic Research Institute</span>) as well as 12 publicly traded banks within the region having assets ranging between $249 million and $649 million.<br />
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The 2009 market study, which provided base salary, total cash compensation and total direct compensation analysis, utilized proxy data of our peer group from 2006 to 2008 and survey data from the following sources:Executive Compensation Assessor, Economic Research Institute</span>, 2012; U.S. Executive Survey Report, Mercer HR Consulting, 2012; Top Management Compensation, Watson Wyatt Data Services, 2012-2013
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In determining and assessing the appropriateness of the compensation for all executive officers, the Compensation Committee solicits and considers the self-assessment of each executive as to his or her performance against pre-established goals and objectives, as well as the executive’s involvement in the day to day operations of the relevant business unit. In addition, the Compensation Committee also engaged an independent compensation consultant that supplied benchmark data from two third party surveys: the Towers Watson Top Management Compensation Report and the <span class="proxyERI">Economic Research Institute Executive Compensation Assessor</span>. These third party compensation surveys are utilized by the Compensation Committee to evaluate the compensation levels of chief executive officers at companies of similar size and geographic location within the high technology sector.<br />
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Survey data as reviewed by our third party consultants from various sources also were utilized, including the following: Economic Research Institute</span>, 2014 Executive Compensation Assessor; Towers Watson 2013/2014 Top Management Compensation; Mercer, Inc 2013 US General Benchmark Survey; Kenexa 2014 CompAnalyst; World at Work 2013/2014 Total Salary Increase Budget Survey; IPAS, Global Technology Survey
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Arthur Warren Associates also assisted the Compensation Committee in the review of equity incentive plan design trends, particularly among Salisbury’s peer group (as identified below), as determined through industry surveys and published proxy statements. The Compensation Committee also relied on other survey sources including Pearl Meyer & Partners 2013 New York Bankers Association Banking Compensation Survey, Pearl Meyer & Partners 2013 Northeast Bankers Survey, and <span class="proxyERI">ERI Economic Research Institute Survey</span>.<br />
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In addition to peer group data, the CRI market study also utilized data from the following five(5) published salary surveys: Benchmark Database Executive; William M. Mercer; Comp Analyst; Salary.com/Kenexa for ProfessionalsExecutive Assessor; Economic Research Institute (ERI); Kenexa 2014 CompAnalyst; Salary Budget Survey; WorldatWork; Survey Report on Insurance Industry Management Personnel Compensation; Towers Watson
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L&A compiled compensation data for the 2013 peer group from a variety of sources, including proxy statements and other publicly filed documents. Peer benchmarking is only one of many considerations used to determine market compensation. L&A also provided the compensation committee with compensation data from the following published surveys: <span class="proxyERI">Economic Research Institute</span>, Mercer, Inc. and Towers Watson. For each survey, L&A adjusted the data to appropriately reflect companies similar in size to us.<br />
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The Compensation Committee relies on the Corporate Human Resources Manager and external research to identify the individual companies which make up this group. In identifying the peer group of surveyed companies, the Corporate Human Resource Manager utilizes the <span class="proxyERI">Economic Research Institute</span>, an industry and region specific compensation database, to assemble market data on publicly traded companies having similar industrial characteristics and revenues to that of the Company.
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EW Partners developed its analysis utilizing published compensation surveys and proxy statement data, where applicable, for each position being evaluated, including the 2012 California Bankers Association Compensation and Benefits Survey, the 2011 State of California Department of Financial Institutions Annual Executive Officer and Director Compensation Survey, the 2011 Financial Institutions Benchmark Compensation Report produced by Watson Wyatt, and the 2012 Executive Compensation Assessor developed by the <span class="proxyERI">Economic Research Institute</span> in Washington.<br />
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In addition to the 2013 custom peer group, Longnecker derived the 2013 competitive pay information, in part, from published survey data from the following sources: Economic Research Institute, 2013 ERI Executive Compensation Assessor Towers Watson, 2012/2013 Top Management Compensation; Mercer, Inc. 2012 US General Benchmark Survey; Kenexa, 2012 CompAnalyst; and WorldatWork, 2012/2013 Total Salary Increase Budget Survey.
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The Compensation Committee took into consideration data from salary surveys conducted by the American Bankers Association, the Economic Research Institute, Mercer, and Equilar.<br />
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Market compensation comparisons were based primarily on information from the Compensation Peer Group, which was supplemented with information from McLagan’s proprietary financial institution database. Market data was aged by an annualized factor of 3.0% to adjust for the historical nature of the data. In addition, data from McLagan’s database was adjusted utilizing data from the <span class="proxyERI">Economic Research Institute</span> to reflect the cost of wages in the Company’s local market.<br />
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As part of determining compensation levels for named executive officers, the Committee reviews information regarding the median compensation paid by other companies of comparable size both in our industry and generally… In our most recent review, the consultant referenced the Forest Products Industry Compensation Association Survey for industry-specific market data, and surveys from Mercer, <span class="proxyERI">Economic Research Institute</span> and Towers Watson for general industry market data representing similarly-sized companies. The surveys used include compensation data from companies within our peer group and other companies outside of our peer group.<br />
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In addition to publicly available proxy statement information for the comparator group companies, Longnecker procured market compensation data from published survey sources utilizing companies that operate in the plastic and rubber manufacturing industry based upon GSE’s size. Those published survey sources included (i) <span class="proxyERI">Economic Research Institute</span>, 2012 ERI Executive Compensation Assessor, (ii) Towers Watson, 2011/2012 Top Management Compensation, Compensation Calculator, (iii) Mercer, Inc., 2011 US General Benchmark, and (iv) WorldatWork, 2010/2011 Total Salary Increase Budget Survey.<br />
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L&A compiled compensation data for the peer group from a variety of sources, including proxy statements and other publicly filed documents. The consultant also provided published survey compensation data from multiple sources, including the following surveys: <span class="proxyERI">Economic Research Institute</span>, Mercer, Inc., Kenexa and Towers Watson. For each survey, L&A adjusted the data to appropriately reflect companies of a similar size to the Company.<br />
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In 2012, management utilized the <span class="proxyERI">Economic Research Institute (ERI)</span> to benchmark the NEOs salary and total cash compensation and to update the market analysis provided by compensation consultants in previous years. The compensation committee may engage a compensation consultant in the future, from time to time, as it determines necessary.<br />
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In addition to the peer group data, the Compensation Committee reviews market data from published surveys, which are conducted on a position-by-position basis and encompass a broad sample of companies. The published surveys utilized by the Compensation Committee were the <span class="proxyERI">Economic Research Institute Executive Compensation Survey</span> and the Radford Biotechnology Executive Compensation Survey.<br />
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For 2013, we also subscribed to an on-line compensation service available through the <span class="proxyERI">Economic Research Institute (“ERI”)</span>. <span class="proxyERI">ERI</span> compiles a robust database on job competencies, cost of living increases and executive compensation surveys. These three databases are used to help gauge the competitiveness of our 2013 salaries and executive compensation practices.<br />
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Compensation decisions were guided, in part, by review of the peer group data from LSLLC and in part by reference to industry survey data provided for the Upstream Oil and Natural Gas Support Activities industry, on a nationwide basis by the <span class="proxyERI">Economic Research Institute (ERI)</span> as well as additional published data for validation purposes (the peer group and industry survey data collectively referred to herein as the “market data”).<br />
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In setting 2013 salaries for the Named Executive Officers, the Compensation Committee reviewed a summary of information showing that none of the Named Executive Officers’ salaries plus anticipated bonuses under the 2012 Bonus Plan was above the median total cash compensation for the reasonably comparable positions as reported by the <span class="proxyERI">Economic Research Institute</span>.<br />
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The Compensation Committee reviews several sources as a reference for determining competitive total compensation packages. For 2011 and 2012, the Compensation Committee reviewed and considered Frost’s 2010 Oilfield Manufacturing and Services Executive Compensation Survey, <span class="proxyERI">Economic Research Institute’s</span> 2010 Executive Compensation Assessor, Towers Watson’s 2010 Top Management Compensation Report and William M. Mercer's 2010 Energy Compensation Report.<br />
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Longnecker also reviewed survey data as a reference point to compare the compensation of our executives to those of a broad range of companies. The following published surveys utilized by Longnecker were: Economic Research Institute</span>, 2013 ERI Executive Compensation Assessor; Mercer, Inc. 2013 US General Benchmark Survey; Mercer, Inc. 2013 Energy Benchmark Survey; Towers Watson 2013/2014 Top Management Compensation; Kenexa, CompAnalyst; Longnecker & Associates, 2013 Long-Term Incentive Survey; and WorldatWork, 2013/2014 Total Salary Increase Budget Survey.
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L&A compiled compensation data for the peer group from a variety of sources, including proxy statements and other publicly filed documents. The consultant also provided published survey compensation data from multiple sources, including the following surveys: <span class="proxyERI">Economic Research Institute</span>, Mercer, Inc., Kenexa and Towers Watson. For each survey, L&A adjusted the data to appropriately reflect companies of a similar size to the Company.<br />
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In addition to the peer group data, the Compensation Committee reviews market data from published surveys, which are conducted on a position-by-position basis and encompass a broad sample of companies. The published surveys utilized by the Compensation Committee were the <span class="proxyERI">Economic Research Institute Executive Compensation Survey</span> and the Radford Biotechnology Executive Compensation Survey.<br />
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Market competitive pay for each NEO was determined by evaluating base salaries and target incentive awards from our peer group when available along with reviewing external third party survey information from Mercer and TowersWatson for energy companies of similar size to us, the TowersWatson Liquid Pipeline Roundtable survey, <span class="proxyERI">Economic Research Institute</span> and the Longnecker & Associates LTI Survey.<br />
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Data for the salary surveys were selected based upon one or more of the following criteria: (i) industry group; (ii) geographic location; and (iii) company revenue. In addition, Adams conducted a competitive market analysis of comparable positions, for the named executive officers, by utilizing surveys from Towers Watson, <span class="proxyERI">Economic Research Institute</span>, CompData, National Employer Associations of America and Kenexa.<br />
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The Compensation Committee is in the process of considering whether further adjustments for 2013 are warranted in light of the completion of the acquisition and the substantial changes to the responsibilities of the NEOs. Survey data as reviewed by our third party consultants from various sources also were utilized, including the following: Economic Research institute, 2013 Executive COmpensation Assessor Radford 2012 Towers Watson 2012/2013 Top Management Compensation Compensation Calculator
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The Compensation Consultant compiled compensation data for the peer group from a variety of sources, including proxy statements and other publicly filed documents and also compiled published survey compensation data from multiple sources, including the <span class="proxyERI">Economic Research Institute</span>, Mercer and Towers Watson. This compensation data was then used to compare the compensation of our named executive officers to our peer group where the peer group had individuals serving in similar positions and to the market.<br />
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Arthur Warren Associates also assisted the Committee in the review of equity incentive plan design trends, particularly among Salisbury’s peer group, as determined through industry surveys and published proxy statements. The Compensation Committee also relied on other survey sources including Pearl Meyer & Partners 2012 New York Bankers Association Banking Compensation Survey, Pearl Meyers & Partners 2012 Northeast Bankers Survey, and <span class="proxyERI">ERI Economic Research Institute</span> Survey.<br />
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Management periodically obtains survey data of comparably situated companies from <span class="proxyERI">Economic Research Institute ("ERI")</span> to guide it in its recommendations of compensation increases. The specific parameters defined for <span class="proxyERI">ERI</span> are job description, company revenue size, company SIC code and geographic location. Based upon these inputs, <span class="proxyERI">ERI</span> supplies base salaries, incentive and total compensation information for comparable job descriptions. Where comparable job descriptions do not exist, further analysis is necessary to determine appropriate comparable compensation parameters. Thus, because it is our current practice to have both an Executive Chairman and a President and Chief Executive Officer, the starting point for our consideration of the compensation for these two positions is determined by combining the <span class="proxyERI">ERI</span> data for the position of "Outside Chairman" and the position of "President and Chief Executive Officer" and adjusting for the additional activities and responsibilities of our Executive Chairman.<br />
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The Compensation Committee also used the consultant’s assistance in setting parameters for awards consistent with peer group awards in BSB Bancorp, Inc.’s competitive market place. The Compensation Committee also relied on other survey sources including Pearl Meyer & Partners 2012 Massachusetts Bankers Association Banking Compensation Survey, Pearl Meyer & Partners 2012 Northeast Bankers Survey, and <span class="proxyERI">ERI Economic Research Institute</span> Survey.<br />
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Data for the salary surveys were selected based upon one or more of the following criteria: (i) industry group; (ii) geographic location; and (iii) company revenue. In addition, Adams conducted a competitive market analysis of comparable positions by utilizing surveys from Watson Wyatt, <span class="proxyERI">Economic Research Institute</span>, CompData, the National Executive Compensation Survey and Salary.com.<br />
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The 2009 market study, which provided base salary, total cash compensation and total direct compensation analysis, utilized proxy data of our peer group from 2006 to 2008 and survey data from the following sources: Executive Compensation Assessor, Economic Reasearch Institute, 2009
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The Compensation and Human Resources Committee instructed Arthur Warren Associates to benchmark the Bank's compensation programs against its peers to ensure that such programs are consistent with prevailing practices in its industry. The peer group consisted of three market surveys (Connecticut Bankers Association, <span class="proxyERI">Economic Research Institute</span> and Pearl Meyer & Partners) as well as 10 publicly traded banks within the region having assets ranging between $134 million and $559 million. Based on the analysis prepared by Arthur Warren Associates, the Compensation and Human Resources Committee determined that the Bank's compensation programs and levels were generally lower than the compensation programs and levels maintained by the Bank's peers.<br />
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EW also analyzed survey data from the 1) 2010 / 2011 Financial Institutions Benchmark Compensation Report (asset size between $2 billion and $9.9 billion), the 2) State of California Department of Financial Institutions' 33rd Annual Executive Officer and Director Compensation Survey, effective June 1, 2010 (asset size over $1 billion), the 3) Executive Assessor developed by the <span class="proxyERI">Economic Research Institute</span>, as of April 2011 (financial institutions in California between $3 billion and $5 billion) and 4) the 2010 California Bankers Association Compensation & Benefits Survey (asset size between $1 billion and $20 billion).<br />
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L&A compiled compensation data for the peer group from a variety of sources, including proxy statements and other publicly filed documents. L&A also provided published survey compensation data from multiple sources, including the following surveys: Economic Research Institute</span>, Mercer Inc., Kenexa, and Towers Watson.
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In this regard, the Compensation Committee, with the assistance of CFS, developed an external market model of similarly situated companies from which to develop its executive total compensation comparisons for benchmark executive positions. Market executive total compensation results were also drawn from two nationally recognized executive compensation surveys: <span class="proxyERI">Economic Research Institute ("ERI")</span> and Towers Watson's survey of Executive Total Compensation.<br />
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In addition to publicly available proxy statement information for the comparator group companies, Longnecker procured market compensation data from published survey sources utilizing companies that operate in the plastic and rubber manufacturing industry based upon GSE’s size. Those published survey sources included (i) <span class="proxyERI">Economic Research Institute</span>, 2012 <span class="proxyERI">ERI</span> Executive Compensation Assessor <br />
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In 2012, overall compensation package assessments were conducted with regard to the named executive officers, and decisions were guided, in part by the <span class="proxyERI">Economic Research Institute</span>… <br />
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In addition to the 2013 custom peer group, Longnecker derived the 2013 competitive pay information, in part, from published survey data from the following sources: Economic Research Institute ERI Executive Compensation Assessor; Towers Watson, 2012/2013 Top Management Compensation; Mercer, Inc 2012 US General Benchmark Survey;
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The Compensation Committee relies on the Corporate Human Resources Manager and external research to identify the individual companies which make up this group. In identifying the peer group of surveyed companies, the Corporate Human Resource Manager utilizes the Economic Research Institute, an industry and region specific compensation database, to assemble market data on publicly traded companies having similar industrial characteristics and revenues to that of the Company.<br />
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Longnecker also reviewed survey data as a reference point to compare the compensation of our executives to those of a broad range of companies. The following published surveys utilized by Longnecker were: Economic Research Institute, 2012 ERI Executive Compensation Assessor; Mercer, Inc. 2012 US General Benchmark Survey
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L&A also provided to the committee published survey compensation data from multiple sources, which makes up 50% of the market weight. L&A utilized the following surveys: <span class="proxyERI">Economic Research Institute</span>, Mercer, Inc. and Towers Watson. For each survey, L&A adjusted the data to appropriately reflect companies similar in size to us.<br />
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A number of published compensation surveys and databases dedicated to the community banking industry were utilized in the analysis, including those published by the American Bankers Association, CompData, Crowe Horwath, the Delves Group, <span class="proxyERI">Economic Research Institute</span> and Kenexa. Compensation data from these surveys focused on comparably-sized community financial institutions based on total assets.<br />
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Market compensation data from the Compensation Peer Group, McLagan’s database, and other surveys were aged by an annualized factor of 3.0% to adjust for the historical nature of the data. In addition, data from McLagan’s database and other surveys were adjusted utilizing data from the <span class="proxyERI">Economic Research Institute</span> to reflect the cost of wages in the Company’s local market.<br />
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Milliman relied on the following published compensation surveys for competitive market data: 2011 American Banking Association Executive Compensation Survey, 2011 Mercer Executive Compensation Benchmark Data Survey, 2011 <span class="proxyERI">Economic Research Institute</span> Top Management Compensation Report, 2011 Towers Watson Long-term Incentive Study, 2011 Towers Watson Top Management Compensation Report, and the 2011 Milliman Northwest Financial Industry Salary Survey.<br />
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Every two years Deloitte provides the Committee with a market assessment that utilizes blended market data from the most relevant compensation surveys available, including the Forest Products Industry Compensation Association Survey for industry-specific market data, and surveys from Mercer, <span class="proxyERI">Economic Research Institute</span> and Towers Watson for general industry market data representing similarly-sized companies.<br />
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In connection with the preparation of the 2012 compensation program, the compensation consultant benchmarked the proposed compensation packages for the named executives against (i) proxy data available for the peer group, and (ii) published survey data (including the 2011 Mercer US Executive Benchmark Database, the TowersWatson 2010/2011 Top Management Calculator, and the 2011 <span class="proxyERI">Economic Research Institute</span> Executive Compensation Assessor).<br />
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The CEO's recommendations regarding the 2012 compensation of the other NEOs was also based, in part, on the reports produced by Pearl Meyers & Partners and the Hay Group. In 2012, management utilized the <span class="proxyERI">Economic Research Institute (ERI)</span> to benchmark the NEOs salary and total cash compensation and to update the market analysis previously provided by Pearl Meyers & Partners and the Hay Group.<br />
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EW Partners developed its analysis utilizing published compensation surveys and proxy statement data, where applicable, for the position being evaluated, including the 2012 California Bankers Association Compensation and Benefits Survey, the 2011 State of California Department of Financial Institutions Annual Executive Officer and Director Compensation Survey, the 2011 Financial Institutions Benchmark Compensation Report produced by Watson Wyatt, and the 2012 Executive Compensation Assessor developed by the <span class="proxyERI">Economic Research Institute</span>… <br />
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The Committee reviewed the following surveys in conjunction with the November 2011 Executive Compensation Review, implemented in 2012: Benchmark Database Executive Survey Report, Mercer (2011), CompAnalyst; Salary.com; Executive Assessor; Economic Research Institute (ERI) (2011)
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L&A compiled compensation data for the peer group from a variety of sources, including proxy statements and other publicly filed documents. The consultant also provided published survey compensation data from multiple sources, including the following surveys: <span class="proxyERI">Economic Research Institute</span>, Mercer, Inc., Kenexa and Towers Watson. For each survey, L&A adjusted the data to appropriately reflect companies of a similar size to the Company.<br />
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In 2012, overall compensation package assessments were conducted with regard to the named executive officers, and decisions were guided, in part, by review of the peer group data from Linden Place Financial and in part by reference to industry survey data provided for the Oil and Gas Field Services industry, Nationwide by the <span class="proxyERI">Economic Research Institute</span> and additional survey data for validation purposes from Mercer, LLC in 2011 (the peer group and industry survey data collectively referred to herein as the “market data”).<br />
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In 2012, we used <span class="proxyERI">Economic Research Institute</span> and CompAnalyst market data as additional comparison points. Total market data was compared with individual pay for each position, and “compra-ratios” were determined.<br />
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For 2012, the Committee and Board of Directors defined the competitive market for our executives (other than Mr. Smith) as the other 11 Federal Home Loan Banks (each individually a “FHLBank” and collectively with us, the “FHLBanks” and, together with the Office of Finance, a joint office of the FHLBanks, the “FHLBank System”) and non-depository financial services institutions with approximately $20 billion in assets as represented by broadbased survey data provided by the <span class="proxyERI">Economic Research Institute ("ERI")</span>. <br />
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In early 2012 the Compensation Committee reviewed cash compensation data from the <span class="proxyERI">Economic Research Institute</span> database and from Strategic Compensation Planning, Inc., a compensation consultant, and cash compensation practices at each of Energy Solutions, Headwaters, Inc., NuSkin Enterprises and USANA Health Sciences, each of which is a publicly-traded company based in Utah with revenues ranging from approximately $500 million to $1.8 billion (the "Utah Companies").<br />
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For 2011 and 2012, the Compensation Committee reviewed and considered Frost's 2010 Oilfield Manufacturing and Services Executive Compensation Survey, <span class="proxyERI">Economic Research Institute's</span> 2010 Executive Compensation Assessor, Towers Watson's 2010 Top Management Compensation Report and William M. Mercer's 2010 Energy Compensation Report. For 2013, the Compensation Committee reviewed and considered Frost's evaluation and analysis of the following sources: Mercer Energy Sector Survey Report 2012, Towers Watson Top Management Compensation Survey 2012, and Frost HR Consulting Oilfield Manufacturing and Services Industry Executive Compensation Survey 2012.<br />
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In order to receive the severance and continued benefits, each officer would be required to sign a release of claims against us, fulfill his non-competition obligations, cooperate with transitioning his duties and execute a non-disparagement agreement with us. We arrived at these terms based on the advice and experience of our advisors and directors, including their knowledge of practices and agreements at public companies. However, with respect to the amounts of compensation payable under these agreements, we considered the Economic Research Institute report, which does not identify the companies utilized in the assessment.
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The Compensation Consultant compiled compensation data for the peer group from a variety of sources, including proxy statements and other publicly filed documents and also compiled published survey compensation data from multiple sources, including the Economic Research Institute, Mercer and Towers Watson. This compensation data was then used to compare the compensation of our named executive officers to our peer group where the peer group had individuals serving in similar positions and to the market.
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In December 2010, in connection with its consideration of salary increases for the named executive officers for 2011, the Committee reviewed survey data prepared by ERI Economic Research Institute ("ERI"), a nationally-recognized compensation data service. The data provided information about cash compensation levels of specified officer positions at comparable size companies in the Company's industries. The information was provided on an aggregate basis for companies within these industries, without referring to individual companies.
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For each named executive officer, we typically review the relevant position and the salary data from major sources, including from time to time: (i) a national energy industry survey which includes exploration and production companies, oil field service companies, and seismic companies; (ii) a confidential seismic industry compensation survey conducted through an industry liaison group in which the Company has participated; and (iii) publicly available reports, including from the Economic Research Institute to supplement Geokinetics' compensation data. This data is then reviewed by job title, and salary ranges are established for each position. Each named executive officer's years of service, years of relevant experience and time in position are evaluated in comparison to the external ranges to establish the appropriate salary level in comparison to the external data.
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Management periodically obtains survey data of comparably situated companies from Economic Research Institute ("ERI") to guide it in its recommendations of compensation increases. The specific parameters defined for ERI are job description, company revenue size, company SIC code and geographic location. Based upon these inputs, ERI supplies base salaries, incentive and total compensation information for comparable job descriptions. Where comparable job descriptions do not exist, further analysis is necessary to determine appropriate comparable compensation parameters. Thus, because it is our current practice to have both an Executive Chairman and a President and Chief Executive Officer, the starting point for our consideration of the compensation for these two positions is determined by combining the ERI data for the position of "Outside Chairman" and the position of "President and Chief Executive Officer" and adjusting for the additional activities and responsibilities of our Executive Chairman.
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Stone Partners also compiled relevant compensation data from the following sources to augment the data from the "peer group:" the Economic Research Institute; Mercer Executive Compensation Surveys and Watson Wyatt Top Management Compensation Surveys.
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...The Compensation and Stock Option Committee does, however, review compensation for our executive officers annually considering current compensation trends, economic conditions, the performance of the business and relevant compensation survey data. Compensation data from the Croner Company Cable and Satellite MSO Compensation Survey and the Economic Research Institute were considered in this review. This data was used to obtain a general understanding of current compensation practices and to confirm that our current compensation program and policies are competitive within the market and within our industry.
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In addition, our Compensation Committee considered market data from the Economic Research Institute, the Employers Group, which provides data regarding California payroll practices.
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Management collects, analyzes and presents publicly available compensation data and subscription compensation survey data. Specific surveys utilized are those produced by The Survey Group and the Economic Research Institute, which provide baseline data on eastern Massachusetts, San Francisco-Silicon Valley area and national technology-oriented companies, respectively, with revenues of less than $250,000,000. We also benchmark our compensation practices in relation to other comparable companies in the renewable energy market sectors.
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...In this regard, the Compensation Committee, with the assistance of CFS, developed an external market model of similarly situated companies from which to develop its executive total compensation comparisons for benchmark executive positions. Market executive total compensation results were also drawn from two nationally recognized executive compensation surveys: Economic Research Institute ("ERI") and Towers Watson's survey of Executive Total Compensation.
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The nationally recognized published surveys utilized were the Aon Executive Compensation Survey, Economic Research Institute Executive Compensation Survey, Culpepper Executive Survey, Towers Watson Top Management Compensation Survey and Milliman Executive Compensation Survey.
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...In evaluating 2011 executive compensation decisions, the Committee reviewed and analyzed data from surveys prepared by Towers Watson, William M. Mercer, Economic Research Institute, and the Delves Group. Deloitte extracts compensation information from these surveys for companies with comparable revenue and operating in similar industries to provide compensation information most accurately reflecting the scope of responsibility for each executive officer.
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The study by LTC contained survey benchmarks and proxy analysis, along with pertinent information about key trends impacting the evolving field of executive compensation from a number of reputable sources, including: Economic Research Institute, Towers Watson, PayScale, Compdata, Cornell University, Executive Compensation Answer Book, The Hay Group, Hewitt Associates and Clark Consulting.
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The 2009 market study, which provided base salary, total cash compensation and total direct compensation analysis, utilized proxy data of our peer group from 2006 to 2008 and survey data from the following sources:Executive Compensation Assessor 2009
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...Periodically, the Compensation Committee, with the help of the Company's Human Resources Department, undertakes a market evaluation of the compensation of the Company's executives. The most recent market evaluation was performed during fiscal 2010, with data provided by the Economic Research Institute ("ERI"). On August 1, 2011, the Company changed the base salary for executives with an annual pay raise.
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In addition to peer group data, the CRI study also utilized data from the following eight published salary surveys:
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The Compensation and Human Resources Committee instructed Arthur Warren Associates to benchmark the Bank's compensation programs against its peers to ensure that such programs are consistent with prevailing practices in its industry. The peer group consisted of three market surveys (Connecticut Bankers Association, <span class="proxyERI">Economic Research Institute</span> and Pearl Meyer & Partners) as well as 10 publicly traded banks within the region having assets ranging between $134 million and $559 million. Based on the analysis prepared by Arthur Warren Associates, the Compensation and Human Resources Committee determined that the Bank's compensation programs and levels were generally lower than the compensation programs and levels maintained by the Bank's peers.
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EW also analyzed survey data from the 1) 2010 / 2011 Financial Institutions Benchmark Compensation Report (asset size between $2 billion and $9.9 billion), the 2) State of California Department of Financial Institutions' 33rd Annual Executive Officer and Director Compensation Survey, effective June 1, 2010 (asset size over $1 billion), the 3) Executive Assessor developed by the <span class="proxyERI">Economic Research Institute</span>, as of April 2011 (financial institutions in California between $3 billion and $5 billion) and 4) the 2010 California Bankers Association Compensation & Benefits Survey (asset size between $1 billion and $20 billion).
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Longnecker also reviewed survey data as a reference point to compare the compensation of our executives to those of a broad range of companies. The following published surveys utilized by Longnecker were Economic Research Institute, 2012 ERI Executive Compensation Assessor
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In addition to the Peer Group, as part of the benchmarking process, a market analysis is performed, using data from four survey sources. Published survey sources used were from <span class="proxyERI">Economic Research Institute</span>, CompAnalyst, Towers Watson 2010-2011 Financial Institution Survey and L.R. Webber Associates 2010 Survey
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The Compensation Committee annually reviews compensation-related survey data through the Economic Research Institute and other publicly available information for similarly-sized companies operating in the same industries and regions, including local competitors, in determining cash compensation for our executive officers, establishing performance objectives and making its recommendations to the Board of Directors regarding future compensation decisions.
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...L&A relied upon published survey information provided by recognized sources including the Economic Research Institute Watson Wyatt, William Mercer, and World at Work. L&A procured market competitive in 2010 compensation for the respective NEOs from these survey sources based upon banking and financial service companies with comparable asset sizes.
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Survey data as reviewed by our third party consultants, from various sources also were utilized, including the following: Economic Research Institute, 2012 Executive Compensation Assessor Towers Watson 2011/2012 Top Management Compensation - Compensation Calculator
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In addition to the Custom Peer Group, Longnecker derived the competitive pay information from published survey data from the following sources (collectively, the "Industry Survey Data")
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L&A compiled compensation data for the peer group from a variety of sources, including proxy statements and other publicly filed documents. L&A also provided to the committee published survey compensation data from multiple sources, which makes up 50% of the market weight. L&A utilized the following surveys: <span class="proxyERI">Economic Research Institute</span>, Mercer, Inc. and Towers Watson. For each survey, L&A adjusted the data to appropriately reflect companies similar in size to us
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Market compensation data from the Compensation Peer Group, McLagan&'s database, and other surveys were aged by an annualized factor of 3.0% to adjust for the historical nature of the data. In addition, data from McLagan's database and other surveys were adjusted utilizing data from the Economic Research Institute to reflect the cost of wages in the Company's local market.
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DGC utilizes the Economic Research Institute (ERI) Survey which is a comprehensive database purchased by over 75% of the Fortune 500 companies. The database consists of many of the most widely used published survey sources as well as
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Based on Frost's analysis of oil and gas industry market studies published by Economic Research Institut and Mercer, general market information published by Towers Watson and the base salaries, target bonuses and long-term compensation opportunities of our 2011 Peer Group (as described in proxy statements and other periodic reports filed by companies in our 2011 Peer Group)
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...Over the years, the Company has retained Crowe Horwath LLP ("Crowe Horwath") to update the benchmarking information. In 2007, the Company benchmarked the pay range for base salary and bonus established for each position using the services of Crowe Horwath. The 2007 Crowe Horwath Comprehensive and Midwest Financial Institutions Surveys, the <span class="proxyERI">Economic Research Institute</span> salary database, the Watson Wyatt Financial Institutions Compensation Survey (commercial banks category) and the 2006 proxy data from a peer group of ten companies were used in the benchmarking analysis. The selection criteria for inclusion in the peer group were as follows: total assets between $675 and $850 million, located in the Midwest Region with comparable performance metrics in return on assets, return on equity, net interest margin and efficiency ratio.<br />
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In setting salaries for the Company's executive officers and other employees, the Compensation Committee and human resources manager use pay ranges that are established based on publicly available market data regarding compensation paid to similarly situated executive officers and employees at other companies. Pay ranges are established and adjusted periodically with the assistance of an outside consulting firm, BalancedComp LLC, which utilizes market data from the following publicly available compensation surveys: Mercer, Watson Wyatt, The Delves Group, Economic Research Institute, Towers Perrin
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The consultant compiled compensation data for the peer group from a variety of sources, including proxy statements and other publicly filed documents. The consultant also provided published survey compensation data from multiple sources, including the following surveys: <span class="proxyERI">Economic Research Institute</span>, Mercer, Inc. and Towers Watson. For each survey, the consultant adjusted the data to appropriately reflect companies of a similar size to Lufkin.<br />
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Total market data was compared with individual pay for each position, and "compra-ratios" were determined.<br />
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In addition, Deloitte compared the Corporation's executive compensation to the compensation survey data for California manufacturers supplied by the <span class="proxyERI">Economic Research Institute</span>. With respect to the Chief Executive Officer and the Chief Financial
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... In 2011, overall compensation package assessments were conducted with regard to the named executive officers, and short-term incentive bonus decisions were guided, in part, by review of the peer group data and in part by reference to industry survey data provided for the Oil and Gas Field Services, Nationwide by the <span class="proxyERI">Economic Research Institute</span> and additional survey data for validation purposes from Mercer, LLC.<br />
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The Committee reviewed the following surveys in conjunction with the 2011 Executive Compensation Review: Benchmark Database Executive Survey Report; Mercer (2011) Executive Assessor; Economic Research Institute
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In connection with the preparation of the 2011 compensation program, the compensation consultant benchmarked the proposed compensation packages for the named executives against (i) proxy data available for the Peer Group, and (ii) published survey data (including the Mercer Human Resources Consulting 2010 Executive Compensation Survey, the Watson Wyatt 2010/2011 Top Management Calculator and the <span class="proxyERI">Economic Research Institute Executive Compensation Assessor</span>). The proposed 2011 compensation packages for total direct compensation were also compared to the trended energy industry peer group data as the proxy data reflected 2010 pay data only.<br />
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...The Committee and Board of Directors have defined the competitive market for our executives (other than Mr. Smith) as the other 11 Federal Home Loan Banks ... and non-depository financial services institutions with approximately $20 billion in assets as represented by broad-based survey data provided by the Economic Research Institute ("ERI"). Aside from the other FHLBanks, we believe that non-depository financial services institutions with approximately $20 billion in assets present a breadth and level of complexity of operations that are generally comparable to our own.
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Milliman relied on the following published compensation surveys for competitive market data: 2011 American Banking Association Executive Compensation Survey, 2011 Mercer Executive Compensation Benchmark Data Survey, 2011 <span class="proxyERI">Economic Research Institute Top Management Compensation Report</span>, 2011 Towers Watson Long-term Incentive Study, 2011 Towers Watson Top Management Compensation Report, and the 2011 Milliman Northwest Financial Industry Salary Survey.
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The Compensation Committee reviews several sources as a reference for determining competitive total compensation packages including: In 2011, the Compensation Committee reviewed and considered Stone Partners' 2010 Oilfield Manufacturing and Services Executive Compensation Survey,
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...In 2011, the Compensation Committee relied primarily on the published surveys of Towers Watson Data Service (for all for-profit organizations with 2,500 employees or more located on the West Coast), Salary.com, Inc. (for durable goods manufacturers with revenues between $500 million and $1 billion located either in the state or metropolitan area where the Named Executive Officer is based) and <span class="proxyERI">Economic Research Institute</span> (for all industries with revenue of $1 billion or less in the Named Executive Officers' metropolitan area). These compensation surveys provide valuable data for subjective review and confirmation of the equanimity of the salaries paid to the Named Executive Officers.<br />
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2010 Mercer Total Compensation Study for the Energy Sector, aged 4% to bring April 2010 figures current to December 2010 levels Salary Assessor - Economic Research Institute - Survey data covering 2,000 industries, 300 cities and over 6,200 position titles, including 500 top management/executive positions.
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...Adams conducted a competitive market analysis of comparable positions by utilizing surveys from Watson Wyatt, <span class="proxyERI">Economic Research Institute</span>, CompData, the National Executive Compensation Survey and Salary.com. The proxy analysis included 15 public companies within the same industry and approximate revenue size as us. Adams focused on the base salary, annual bonus and long-term equity compensation of our chief executive officer, the chief financial officer, the senior vice president and the general counsel, and on the annual retainers (as chairman and member) and equity compensation of the various committee members, as well as the separate annual retainer for each independent director and the lead independent director. <br />
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...In 2011, we reviewed additional compensation data provided by Longnecker for individuals holding positions similar to our executive officers obtained from compensation survey sources and proxy statements. Survey data presented were collected from a combination of industry-specific and general industry sources, including: 2011 Economic Research Institute Executive Compensation Assessor</span>, 2011 US Mercer MTCS for the Energy Sector, World at Works 2010/2011 Total Salary Increase Budget Survey, 2010 ECI Oil & Gas E&P
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For each named executive officer, we typically review the relevant position and the salary data from major sources, including from time to time: (1) a national energy industry survey which includes exploration and production companies, oil field service companies, and seismic companies; (2) a confidential seismic industry compensation survey conducted through an industry liaison group in which the Company has participated; and (3) publicly available reports, including from the Economic Research Institute to supplement Geokinetics' compensation data.
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During the fiscal year ended December 31, 2010, the Committee did not engage a consultant to provide advice regarding compensation matters. However, the Committee reviewed survey data prepared in December 2010 by ERI Economic Research Institute ("ERI"), a nationally-recognized compensation data service. The data provided information about cash compensation levels of specified officer positions at comparable size companies in each of the two broad industries in which the Company operates -- (i) general medical and surgical hospitals and (ii) medical and hospital equipment.
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Utilization of Compensation Data by Directors and Management The Company employs a direct subscription with the Economic Research Institute to access and utilize market compensation data from a peer group of companies, which provides information about the compensation levels of all of our top- and mid-level employees as compared to comparable positions in peer group companies. Based on the Economic Research Institute's survey data, the HR&C Committee determined that base salaries and incentive compensation amounts, inclusive of compensation adjustments, as appropriate, were generally comparable with or below current median rates of compensation for our peer group while within the overall framework of the HR&C Committee's philosophy and objectives.
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Management periodically obtains survey data of comparably situated companies from Economic Research Institute ("ERI") to guide it in its recommendations of compensation increases. The specific parameters defined for ERI are job description, company revenue size, company SIC code and geographic location. Based upon these inputs, ERI supplies base salaries, incentive and total compensation information for comparable job descriptions. Where comparable job descriptions do not exist, further analysis is necessary to determine appropriate comparable compensation parameters. Thus, because it is our current practice to have both an Executive Chairman and a President and Chief Executive Officer, the starting point for our consideration of the compensation for these two positions is determined by combining the ERI data for the position of "Outside Chairman" and the position of "President and Chief Executive Officer" and adjusting for the additional activities and responsibilities of our Executive Chairman.
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For fiscal 2011, we used an executive compensation assessment prepared for us by the Economic Research Institute. The assessment provided comparative compensation information for executive officer salaries at companies with comparable size, sales and growth levels to us in the Minneapolis and Fargo markets.
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The nationally recognized published surveys utilized were the Aon Executive Compensation Survey, Economic Research Institute Executive Assessor, Culpepper Technology Executive Pay Report, Mercer Executive Compensation Survey, and Watson Wyatt Top Management Compensation Survey.
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In addition, our Compensation Committee considered market data from the Economic Research Institute, the Employers Group, which provides data regarding California payroll practices.
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For benchmarking purposes, the Compensation Committee uses several recognized resources: (1) Watson Wyatt Data Services; (2) Economic Research Institute; and (3) Equilar Executive Compensation. When utilizing these materials, the Compensation Committee generally uses collected information from the designated business sector - professional services. There is an extremely large participant list of companies which are included in the data collected for these surveys and, therefore, it is not practical to list them all.
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Periodically, the Compensation Committee, with the help of the Company's Human Resources Department, undertakes a market evaluation of the compensation of the Company's executives. The last market evaluation was performed during fiscal 2010, with data provided by the Economic Research Institute ("ERI").
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The Committee reviewed market data at the 50th percentile when setting our executive compensation from the following surveys:Economic Research Institute 2009 Executive Compensation Assessor (our focus was on the crude petroleum pipelines industry data);
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The consultant also prepared and presented the committee with data from national survey sources, including Watson Wyatt Data Services, Mercer Human Resources, and the Economic Research Institute, using, to the extent reasonably possible, reported data from the telecommunications industry for organizations having comparable revenue and size of employee base.
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Additionally, MCCA provided additional national and regional compensation survey data compiled by reputable sources such as American Bankers Association, BAI Banking Strategies and Economic Research Institute to supplement the peer group information
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Market executive total compensation results were also drawn from a nationally recognized executive compensation survey Economic Research Institute ("ERI") and selected Massachusetts-based publicly-traded companies' proxy statements.
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In addition to peer group data, the CRI study also utilized data from the following published salary surveys: Executive Assessor Economic Research Institute; Executive Compensation Review- Insurance Companies SNL Securities
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The Milliman survey data came from the following sources: Mercer Executive, Economic Research Institute Executive Assessor, Watson Wyatt Top Management Compensation Survey, Milliman Executive Pay Survey, Aon Executive Compensation Report, Compensation Data Survey, Culpepper Technology Executive Pay Report, Custom Proxy Survey, and Hay Retail Executive.
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The 2009 market study, which provided base salary, total cash compensation and total direct compensation analysis, utilized proxy data of our peer group from 2006 to 2008 and survey data from the following sources:Executive Compensation Assessor 2009
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Longnecker also reviewed survey data as a reference point to compare the compensation of our executives to those of a broad range of companies. The following published surveys utilized by Longnecker were:
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The Compensation and Human Resources Committee instructed Arthur Warren Associates to benchmark the Bank's compensation programs against its peers to ensure that such programs are consistent with prevailing practices in its industry. The peer group consisted of three market surveys (Connecticut Bankers Association, Economic Research Institute and Pearl Meyer & Partners) as well as 10 publicly traded banks within the region having assets ranging between $134 million and $559 million.
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Prior to the offering and becoming a public company, management engaged Growth Management Strategies, LLC to review our current compensation plans and philosophies and compare them to those of other firms, competitors and industries. Industries included in the review were metal fabrication and production, telecommunications, utility transmission, electric power generation and others. The review covered publicly available compensation data, including that of recent newly public companies, published reports by the Economic Research Institute and Towers Watson & Co., and Durable Goods Manufacturing survey data.
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In 2009, the Compensation Committee retained Dean Group Consulting, LLC ("Dean"), to assist the Compensation Committee in analyzing the Company's compensation programs and practices During 2010, the Compensation committee utilized the data provided by the Dean Group in conjunction with the data available through the Economic Research Institute as well as other publicly available information to guide executive compensation practices.
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EW Partners utilized published compensation surveys including the Milliman 2009 Northwest Financial Industry Salary Survey (using data from participants with over $1 billion in assets), the 2009 California Bankers Association Compensation & Benefits Survey (using data from participants with assets from $1 billion to $10 billion), the 2009 California Department of Financial Institutes: Executive Officer and Director Compensation Survey (using data from participants with assets over $1 billion), the 2008-2009 Watson-Wyatt Financial Institutions Benchmark Compensation Report (using data from participants with assets over $2 billion to $9.9 billion), and the Economic Research Institute 2009 Executive Compensation Assessor (using data from participants with assets over $2 billion to $5 billion)
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L&A relied upon published survey information provided by recognized sources including the Economic Research Institute, Watson Wyatt, William Mercer, and World at Work. L&A procured market competitive compensation for the respective named executive officers from these survey sources based upon banking and financial service companies with comparable asset sizes.
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... the Compensation Committee generally relies on market data gathered by our Human Resources department in evaluating the competitiveness of pay arrangements for our named executive officers, including updated information with respect to the Peer Group, independent compensation surveys by companies (such as Mercer LLC and the Economic Research Institute (ERI)) conducted with respect to companies categorized as retailers with similar sales revenue as our company.
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In addition to the Peer Group, as part of the benchmarking process, a market analysis is performed, using data from four survey sources. Published survey sources used were from Economic Research Institute, CompAnalyst, Watson Wyatt 2009-2010 Financial Institution Survey and L.R. Webber Associates 2009 Survey
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Market compensation data from the Compensation Peer Group, McLagan's database, and other surveys were aged by an annualized factor of 2.0% to adjust for the historical nature of the data. In addition, data from McLagan's database and other surveys were adjusted utilizing data from the Economic Research Institute to reflect the cost of wages in the Company's local market.
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In 2007, the Company benchmarked the pay range for base salary and bonus established for each position .... From the Economic Research Institute salary database, which has information from a collection of compensation surveys, Crowe Horwath used information designated by the Economic Research Institute as reflecting individuals (administrative and professional ) who had held their positions for three years at commercial banks with a Huntington, West Virginia, database location.
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In 2010, we used Economic Research Institute, CompAnalyst and Hay Group market data as additional comparison points. Total market data was compared with individual pay for each position, and "compra-ratios" were determined.
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In addition, Deloitte compared the Corporation's executive compensation to the compensation survey data for California manufacturers supplied by the Economic Research Institute. The company did not review or have access to the names of the companies in the survey data. With respect to the Chief Executive Officer and the Chief Financial Officer, the Compensation Committee reviewed both the peer group data and the compensation survey data.
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In connection with the 2010 compensation program, the compensation consultant benchmarked the proposed compensation packages against (i) proxy data of fourteen energy industry companies (the "Peer Group"), and (ii) published survey data (including the Mercer Executive Compensation Survey, the Watson Wyatt Top Management Calculator and the Economic Research Institute Executive Compensation Assessor)
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Lawrence Associates utilizes compensation and specific salary survey data provided by the Economic Research Institute ("ERI"), a recognized leader in survey analyses and web-based collection of compensation survey data. The ERI database consists of both proxy statement information and a compilation of compensation data obtained from numerous sources, including subscriber-provided data and purchased surveys. While the information gathered from proxy statements can be attributed to specific companies, individual organizations that otherwise participate in the database compilation cannot be specifically identified. Lawrence Associates uses ERI data for organizations with an SIC code of 6100 ("Finance, Insurance, and Real Estate - Non-depository Credit Institutions"). There were in excess of 200 institutions in the database for non-depository credit institutions (SIC code 6100) at the time the analysis was conducted. Using regression analysis, the ERI software database enables Lawrence Associates to statistically approximate the competitive market survey data for the requested executive positions at non-depository financial services institutions with approximately $20 billion in assets.
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In setting 2010 salaries, the CEO and the Compensation Committee reviewed the analysis and findings of the compensation consultant, as well as executive officer compensation survey data from Towers Watson Data Service, Salary.com, Inc., and the Economic Research Institute. Compensation data is obtained from these sources to ensure that we continue to reward our principal executives with competitive compensation.In 2010, the Compensation Committee relied primarily on the published surveys of Towers Watson Data Service (for all for-profit organizations with 2,500 employees or more located on the West Coast), Salary.com, Inc. (for durable goods manufacturers with revenues between $500 million and $1 billion located either in the state or metropolitan area where the Named Executive Officer is based) and Economic Research Institute (for all industries with revenue of $1 billion in the Named Executive Officers' metropolitan area). These compensation surveys provide valuable data for subjective review and confirmation of the equanimity of the salaries paid to the Named Executive Officers.
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The Compensation and Stock Option Committee does, however, review compensation for our executive officers annually considering current compensation trends, economic conditions, the performance of the business and relevant compensation survey data. Compensation data from the Croner Company Cable and Satellite MSO Compensation Survey and the Economic Research Institute were considered in this review. This data was used to obtain a general understanding of current compensation practices and to confirm that our current compensation program and policies are competitive within the market and within our industry. The Compensation and Stock Option Committee does, however, review compensation for our executive officers annually considering current compensation trends, economic conditions, the performance of the business and relevant compensation survey data. Compensation data from the Croner Company Cable and Satellite MSO Compensation Survey and the Economic Research Institute were considered in this review. This data was used to obtain a general understanding of current compensation practices and to confirm that our current compensation program and policies are competitive within the market and within our industry.
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Why We Pay these Elements of Compensation; How We Determine the Amounts; and Interrelationships of these Elements. The Compensation Committee increased the salaries of the Named Executive Officers (other than the CEO) by $100,000 each at the beginning of 2010 because the Committee determined, based on the information it reviewed relating to the Utah Companies, the Internet Retail Companies, and a summary of the information the Company obtained from SCP and the Economic Research Institute ("ERI"), a database leased by the Company, that our executive cash compensation was significantly below market rate.
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a survey by the Economic Research Institute, showing that 2009 salary increases, both in Oklahoma and nationally, had been between 2.6% and 2.7%, with management and executive increases between 2.5% and 2.8% both locally and nationally; and
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Between study periods, any executive compensation changes which may be necessary are considered based on the Committee s review of market median data extracted from peer proxy statements and the Economic Research Institute Inc.'s database.
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L&A utilized published executive compensation survey sources specific to the energy industry to develop the Market Reference Points, that were used by the Compensation Committee in the compensation process. These published survey sources for 2009 included:
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NATIONAL BANK OF INDIANAPOLIS CORP (04/29/10) - Crowe Horwath LLP used five different data points for its review and analysis, which consisted of the following:
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Titan Machinery Inc (04/27/10) - For fiscal 2010, we used an executive compensation assessment prepared for us by the Economic Research Institute. The Economic Research Institute does not identify the companies utilized in the assessment. As a means of assessing the competitive market for executive talent, we review competitive compensation data gathered in comparative third-party surveys that we believe to be relevant, considering our size and industry. For fiscal 2010, we used an executive compensation assessment prepared for us by the Economic Research Institute. The assessment provided comparative compensation information for executive officer salaries at companies with comparable size, sales and growth levels to us in the Minneapolis and Fargo markets. The Economic Research Institute does not identify the companies utilized in the assessment. Our Compensation Committee reviewed the assessment to assist it in setting fiscal 2010 base salary and short-term cash incentive compensation for our executive offcers. The Compensation Committee also used the Economic Research Institute assessment when setting fiscal 2011 base salaries for our Chief Executive Officer and President. Our executive officer compensation falls within the bottom quartile range of compensation levels at comparable companies. Our relatively low executive compensation is balanced, in part, by the significant share holdings of Mr. Meyer and Mr. Peter Christianson, each of whom has the potential to be rewarded by our growth and bears the risk of our failure to grow. For this reason we have also not historically provided these executives with significant long-term incentive compensation.
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The Company employs a direct subscription with the Economic Research Institute to access and utilize market compensation data from a peer group of companies, which provides information about the compensation levels of all of our top- and mid-level employees as compared to comparable positions in peer group companies. Based on the Economic Research Institute's survey data, the HR&C Committee determined that base salaries and incentive compensation amounts, inclusive of compensation adjustments, as appropriate, were generally comparable to, compatible with, or below current median rates of compensation for our peer group while within the overall framework of the HR&C Committee's philosophy and objectives.
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In addition to the peer group analysis, we also utilized data from published surveys sponsored by nationally recognized compensation consulting firms. These surveys included: The 2007 Economic Research Institute, Inc. Executive Compensation Assessor, the 2007 Mercer, LLC. Executive Benchmark Database, and the 2007/2008 Watson Wyatt Worldwide, Inc. Top Management Report.
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Our 2010 total compensation packages are based upon a 2009 market study performed by Ernst & Young which utilized compensation peer group data supplemented by market survey data and adjusted for factors such as prior individual performance and expected future contributions, performance of our Company, internal equity within our Company and the degree of difficulty in replacing the individual. Prior to this, the last market study was performed in 2008. The 2009 market study, which provided base salary, total cash compensation and total direct compensation analysis, utilized proxy data of our peer group from 2006 to 2008 and survey data from the following sources:
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Market executive total compensation results were also drawn from a combination of nationally recognized executive compensation surveys (Economic Research Institute ("ERI") and Watson Wyatt) and selected Massachusetts-based publicly-traded companies' proxy statements.
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In determining the overall compensation for our executive officers for 2009, the Compensation Committee utilized information contained in an executive salary study provided every two to three years by CRI. Rather than utilizing salary and benefit data of specific peer companies, CRI conducted a study of data contained within the following ten published salary surveys:
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Milliman's analysis of our executive compensation included data from the proxy statements of our peer group of publicly-traded companies and published survey data. The proxy data provided a focused comparison of the five most highly compensated executives for each company within our peer group. To conduct this proxy analysis, Milliman evaluated three years of data and averaged the three years to gain a picture of our peer companies' compensation policies over time. Additionally, Milliman provided specific compensation benchmarks for all of our executive positions using several compensation survey sources. The Milliman survey data came from the following sources: Mercer Executive, Economic Research Institute Executive Assessor, Watson Wyatt Top Management Compensation Survey, Milliman Executive Pay Survey, Aon Executive Compensation Report, Compensation Data Survey, Culpepper Technology Executive Pay Report, Custom Proxy Survey, and Hay Retail Executive.
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The consultant also prepared and presented the committee with data from national survey sources, including Watson Wyatt Data Services, Mercer Human Resources, and the Economic Research Institute, using, to the extent reasonably possible, reported data from the telecommunications industry for...
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Over the years, the Company has retained Crowe Horwath LLP ("Crowe Horwath") to update the benchmarking information. In 2007, the Company benchmarked the pay range for base salary and bonus established for each position using the services of Crowe Horwath. The 2007 Crowe Horwath Comprehensive and Midwest Financial Institutions Surveys, the Economic Research Institute salary database, the Watson Wyatt Financial Institutions Compensation Survey (commercial banks category) and the 2006 proxy data from a peer group of ten companies were used in the benchmarking analysis. The selection criteria for inclusion in the peer group were as follows: total assets between $675 and $850 million, located in the Midwest Region with comparable performance metrics in return on assets, return on equity, net interest margin and efficiency ratio.
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The Compensation Committee also reviewed information from the Economic Research Institute database to obtain additional information regarding executive compensation practices.
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Historically, the Board of Directors, including the Compensation Committee, has relied on its members' extensive general business and industry-specific knowledge and experience in determining executive compensation, and neither the Board of Directors nor the Compensation Committee retained a compensation consultant. In establishing compensation for newly engaged executives, the Compensation Committee considers recommendations of the executive search firms that assisted in recruiting those executives. The Compensation Committee annually reviews compensation-related survey data through the Economic Research Institute for similarly-sized companies operating in the same industries and regions, including local competitors, in determining cash compensation for our executive officers, establishing performance objectives and making its recommendations to the Board of Directors regarding future compensation decisions.
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L&A relied upon published survey information provided by recognized sources including the Economic Research Institute, Watson Wyatt, William Mercer, and World at Work.
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For 2009, the Committee and management considered survey data from Economic Research Institute, Watson Wyatt, and Mercer.
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In addition to the above, Longnecker analyzed published survey data from the following sources: ... Economic Research Institute, ERI Executive Compensation Assessor;
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MANTECH INTERNATIONAL CORP (04/01/10) - The three published surveys that the Company used for compensation setting purposes for 2009 were (i) the Economic Research Institute Executive Compensation Assessor 2008 (the ERI Survey); (ii) the Mercer Human Resources Consulting U.S. Executive Survey Report 2008 (the Mercer Survey); and (iii) the Watson Wyatt Top Management Compensation 2008-2009 Survey (the Watson Wyatt Survey). WorldatWork's 2008/2009 Total Salary Increase Budget Survey was also used to trend the data presented in the ERI, Mercer and Watson Wyatt surveys to February 1, 2009 by a factor of 4.4% to allow for varying effective dates of the data collected from those surveys.
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In 2008, Longnecker also reviewed survey data as a reference point to compare the compensation of our executives to those of a broad range of companies. The following published surveys utilized by Longnecker were: Economic Research Institute, ERI Executive Compensation Assessor 2008
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The published surveys that L&A primarily utilized for market comparison purposes were: Economic Research Institute, 2008 ERI Executive Compensation Assessor Watson Wyatt, 2008/2009 Top Management Compensation Compensation Calculator Mercer, 2008 US Executive Compensation Survey Pearl...
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The sources for this data include: Organization Resource Counselors Executive Compensation Survey, Radford Global Life Sciences Survey, and, Economic Research Institute Executive Compensation Assessor.
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The Salary Assessor survey from the Economic Research Institute (dated October 2009 and covering 2, 000 industries, 300 cities and 6, 200 executives); and The Watson Wyatt Data Services ECS Industry Report on Top Management Compensation (April 2009). The Proxy Group.
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The Committee also uses survey data to assist in compensation decisions, including those instances in which a named executive officer's position or duties do not match the position or duties of Compensation Peer Group executives. The data from these surveys is statistically regressed according to our revenue. This survey data includes oilfield services, energy, and general industry data. The surveys referenced in Deloitte's 2009 compensation report were: Economic Research Institute 2009 Executive Compensation Assessor
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To assist the Compensation Committee in its review of executive officer compensation, we compile data and participate in compensation surveys conducted by independent third parties, such as Radford, Culpepper, Equilar and Economic Research Institute.
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Economic Research Institute, 2008 ERI Executive Compensation Assessor; Watson Wyatt, 2007/2008 Top Management Compensation Compensation Calculator; William Mercer, 2008 US Energy Compensation Survey; and Effective Compensation Solutions, Inc., 2007 Oil/Gas E&P Compensation Survey.
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In addition, our Compensation Committee considered market data from the Economic Research Institute, the Employers Group, which provides data regarding California payroll practices
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Crowe Horwath LLP used five different data points for its review and analysis, which consisted of the following:
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The last market evaluation was performed in fiscal 2007, with data provided by the Economic Research Institute (ERI)
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L&A utilized published executive compensation survey sources specific to the energy industry to develop the Market Reference Points discussed below, which were used by the Compensation Committee in the compensation process. These published survey sources included:
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These surveys included: The 2007 Economic Research Institute, Inc. Executive Compensation Assessor, the 2007 Mercer, LLC.
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For each named executive officer, the Company reviewed the relevant benchmark position and the salary data from three major sources: (1) a national energy industry survey which includes exploration and production companies, oil field service companies, and seismic companies; (2) a confidential seismic industry compensation survey conducted through an industry liaison group in which the Company was a participant; and (3) publicly available reports from the Economic Research Institute to supplement the Company's compensation data.
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The Company employs a direct subscription with the Economic Research Institute ("ERI") to access and utilize market compensation data from a peer group of companies, which provides information about the compensation levels of all of our top- and mid-level staff as compared to comparable positions in peer group companies. Based on ERI's survey data, the Board of Directors' HR&C Committee determined that base salaries and incentive compensation amounts, inclusive of compensation adjustments, as appropriate, were at, below or comparable to current median rates of compensation for our peer group while within the overall framework of the HR&C Committee's philosophy and objectives.
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In connection with the hiring of Mr. White in June 2006, in order to ensure that his compensation was properly benchmarked, the Compensation Committee reviewed survey data from the Economic Research Institute, which provides geographic-specific survey data derived from 14,000 U.S. publicly-traded corporations' proxy statements, annual and other reports filed with the SEC (1994 to present), loan and employment applicant earnings verifications and digitized public records.
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Survey Data. Survey data from various sources also are utilized, including the following:Eri Executive Compensation Assessor 2008 (Economic Research Institute)
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In making compensation decisions, the Committee generally compares each element of total compensation, other than retirement plan benefits and perquisites, against a peer group of publicly-traded financial institutions (collectively, the "Compensation Peer Group") and published surveys such as the Economic Research Institute's Executive Compensation Assessor. Silverton assists the Committee in identifying the Compensation Peer Group and comparable positions, salaries and incentive compensation at Compensation Peer Group companies.
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The 2007 Crowe Horwath Comprehensive and Midwest Financial Institutions Surveys, the Economic Research Institute salary database, the Watson Wyatt Financial Institutions Compensation Survey (commercial banks category) and the 2006 proxy data from a peer group of ten companies were used in the benchmarking analysis.
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For 2008 salaries, the Compensation Committee reviewed such data from Hewitt, Economic Research Institute (ERI), Dietrich Surveys ( Dietrich ), Salary.com, and WorldatWork.
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In performing their study, AGF analyzed a peer group of twenty-three publicly-held companies, as well as industry specific data from the 2006 Compensation and Entrepreneurship Report in Life Sciences (a survey of 170 private companies in the life sciences, including approximately 80 medical device companies) and general compensation data from the Economic Research Institute
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Longnecker also reviewed survey data as a reference point to compare the compensation of our executives to those of a broad range of companies. The following published surveys utilized by Longnecker were:Economic Research Institute, ERI Executive Compensation Assessor 2008;Mercer Human Resources Consulting, 2007 Mercer Benchmark Database Executive
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Additionally, the majority of these companies have operations in the Rocky Mountains and/or Texas. o Survey Data: the survey data used to benchmark compensation were from the 2008 Economic Research Institute (ERI) and Mercer s 2007 U.S. Energy Compensation Survey.
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Our total compensation packages are based in part upon a 2008 market study performed by Ernst & Young which utilized compensation peer group data supplemented by market survey data and adjusted for factors such as prior individual performance and expected future contributions, performance of the Company, internal equity within our Company and the degree of difficulty in replacing the individual. The 2008 market study, which provided base salary, total cash compensation and total direct compensation analysis, was based upon proxy data of our peer group and 2007 and 2008 survey data, trended to 2008, from the following sources:
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Published survey sources used were from Economic Research Institute, CompAnalyst, Watson Wyatt 2008-2009 Financial Institution Survey and L.R. Webber Associates 2008 Survey.
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The salary surveys utilized by CBIZ Human Capital Services detail compensation for positions within the labor markets in which we typically hire our executive staff. Published survey sources utilized by CBIZ Human Capital Services in the analyses were:CompAnalyst Executive, Economic Research Institute (ERI)-Consultants Salary Assessor, Frederic W. Cook & Co., Inc- Change- in Control Report, Frederic W. Cook & Co., Inc.- Fair Value Transfer Report, Unifi Network-Change in Control, Watson Wyatt Data Services-Compensation Policies & Practices, Non-Qualified Benefits & Perquisite Practices, Survey Reports on Top Management Compensation Calculator
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For this purpose, the Compensation Committee uses salary survey data of comparably situated companies from Economic Research Institute to guide it in its compensation recommendations.
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In reviewing compensation policies and practices for executives, the Compensation Committee reviews executive compensation surveys provided by its independent compensation consultant, Strategic Compensation Partners, obtained from The Survey Group, AON Consulting, ERI Executive Salary Assessor, and Towers Perrin.
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L&A relied upon published survey information provided by recognized sources including the Economic Research Institute, Watson Wyatt, William Mercer, and World at Work.
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Consistent with our pay for performance philosophy, we target salaries of executive officers at the 50th percentile of the survey data of the competitive market and target annual cash incentive and long-term equity opportunities at the 75th percentile of the competitive market. For 2008, survey salary data included:Economic Research Institute 2008 Executive Compensation Assesor, Watson Wyatt 2008/2009 Survey Report on Top Management Compensation, Hay Group 2008 Executive Compensation Report
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Both the CEO and the Compensation Committee reviewed executive officer compensation survey data from Watson Wyatt Data Service, Salary.com, Inc. and Economic Research Institute.
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The three published surveys that ManTech used for compensation setting purposes for 2008 were (i) the Economic Research Institute 2008 Executive Compensation Assessor (the ERI Survey); (ii) the Mercer Human Resources Consulting 2007 Executive Survey Report (the Mercer Survey); and (iii) the Watson Wyatt Data Services 2007/2008 Industry Report on Top Management Compensation (the Watson Wyatt Survey). WorldatWork's 2007/2008 Total Salary Increase Budget Survey was also used to trend the data presented in the ERI, Mercer and Watson Wyatt surveys to March 1, 2008 by a factor of 3.9% to allow for varying effective dates of the data collected from those surveys.
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The Compensation Committee did not retain a compensation consultant to assist it with compensation decisions for 2008 executive compensation, but relied on market data gathered by our Human Resources department in evaluating the competitiveness of pay arrangements for our named executive officers, including independent compensation surveys by companies (such as Mercer LLC and the Economic Research Institute (ERI), conducted with respect to companies categorized as retailers with similar sales revenue as our company.
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In addition to the above, Longnecker analyzed published survey data from the following sources:Economic Research Institute, ERI Executive Compensation Assessor; Watson Wyatt, Top Management Compensation Industry Report
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In addition to the comparator company proxy statement data, comparator company comparison data for base salary, cash annual incentives and long term incentives was obtained from a combination of the following published survey sources - Economic Research Institute, 2007 ERI Executive Compensation Assessor ("ERI"); Watson Wyatt, 2007/2008 Top Management Compensation - Industry Report ("Watson Wyatt"); William Mercer, 2007 Executive Compensation Survey ("Mercer") and Hewitt, TCM Online Executive, United States 2007 Survey ("Hewitt TCM").
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The Economic Research Institute data offers a broader range of information regarding compensation rates and practices for comparable classification matches which are modified for industry, annual revenue and geographic location.
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15 Organization Resource Counselors Executive Compensation Survey, Radford Global Life Sciences Survey, and, Economic Research Institute Executive Compensation Assessor, and the Florida Comp Data Survey.
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In gathering the information for this study, we utilized reports from Mercer Corp., Watson Wyatt, and Economic Research Institute (jointly, the Compensation Surveys ) on executive and employee compensation.
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Data is used from the Economic Research Institute ("ERI") to assess the cost of wages in the Bank's local market.
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Published survey compensation data from the following sources was utilized: William Mercer, Watson Wyatt, World at Work, and the Economic Research Institute.
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For 2009, our Compensation Committee initially received summary market data from Business & Legal Reports (Southwest), Economic Research Institute, Mercer Human Resources Consulting, Salary.com, Watson Wyatt Worldwide and World at Work.
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Some of the resources used for comparison in the data provided by Buck Consultants were the Watson Wyatt Top Management Survey, the Economic Research Institute Salary Assessor and the Buck Consultants Proprietary Executive Survey.
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Additionally, information from the following published surveys was incorporated into Longnecker s 2007 study: Economic Research Institute, ERI Executive Compensation Assessor 2007; Mercer Human Resources Consulting, 2007 Mercer Benchmark Database Executive; Watson Wyatt...
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With the assistance of J.L. Nick, the Compensation Committee has reviewed (i) the 2007 Community Bankers Association of Ohio Financial Compensation Survey, (ii) the Ohio Bankers League 2007 Compensation Survey, (iii) the Economic Research Institute's Executive Compensation Assessor and (iv) identified various peer banking companies for the fiscal year 2008 that are competitive with the Corporation in terms of asset size and geography.
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The following companies were included in the peer group: Advent Software, Inc., Computer Programs & Systems, Inc., Computer Task Group, Inc., Diamond Management & Technology Consultants Inc., EPIQ Systems, Inc., iGATE Corporation, QuadraMed Corporation, Secure Computing Corporation, Synaptics, Incorporated, and Syntel, Inc. Published survey compensation data from the following sources was utilized: William Mercer, Watson Wyatt, World at Work, and the Economic Research Institute.
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To assist the committee in its review of executive compensation, we compile data and participate in compensation surveys conducted by independent third parties, such as Culpepper, Thobe, Equilar and Economic Research Institute.
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Management periodically obtains survey data of comparably situated companies from Economic Research Institute ("ERI") to guide it in its compensation recommendations.
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Economic Research Institute, Executive Benchmark Survey 2007 ... The independent consultant utilized seventy-five percent peer company data and twenty-five percent published survey data to create the market median and seventy-fifth percentile of total compensation.
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The nationally recognized published surveys utilized were the Aon Executive Compensation Survey, Economic Research Institute Executive Assessor, Culpepper Technology Executive Pay Report, Mercer Executive Compensation Survey, and Watson Wyatt Top Management Compensation Survey.
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Crowe Chizek used five different data points for its review and analysis, which consisted of the following: ... Economic Research Institute (May 1, 2007);
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(2) considered informal data on salaries of executive officers in similar positions based on general benchmarking data for the technology industry from the Economic Research Institute...
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In 2007, the Committee relied primarily on the published surveys of Watson Wyatt Data Service and Economic Research Institute and generally targeted compensation levels between the 50th and 75th percentile of manufacturing companies with similar profiles.
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For fiscal 2008, we used an executive compensation assessment prepared for us by the Economic Research Institute. The assessment provided comparative compensation information for executive officer salaries at companies with comparable size, sales and growth levels to us in the Minneapolis and Fargo markets.
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Published survey data from the following compensation surveys: Watson Wyatt Top Management Compensation Calculator, Mercer Energy Survey and ERI Executive Compensation Assessor ...
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In addition to the Towers Perrin report with respect to the marketplace in general and the base salaries of the Peer Group, the Committee considered compensation data from the ERI Economic Research Institute regarding amounts budgeted for merit raises within the energy industry.
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The 2007 market study provided base salary, total cash compensation and total direct compensation based upon our peer group proxy data and blended publicly available 2006 survey data trended to 2007 as follows: Economic Research Institute ERI 2006 ... Mercer Executive Compensation Survey William M. Mercer 2006 ... Top/Middle Management Compensation Calculator Watson Wyatt 2006/2007
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In determining base salaries for newly hired executive officers, the Committee considers objective external market data and internal parity of the executive's compensation across peer levels. Surveys regularly used include the Radford High Technology Benchmark and Executive Compensation Survey along with Economic Research Institute Survey and regional data from the San Diego Salary and Benefits Survey.
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In addition to the peer group analysis, we also utilized data from published surveys sponsored by nationally recognized compensation consulting firms. These surveys included: The 2007 Economic Research Institute, Inc. Executive Compensation Assessor, the 2007 Mercer, LLC. Executive Benchmark Database, and the 2007/2008 Watson Wyatt Worldwide, Inc. Top Management Report.
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The Compensation Committee reviews several sources as a reference for determining competitive total compensation packages. These include published data from Watson Wyatt Top Management, Mercer-Executive, Economic Research Institute Executive Assessor and Stone Partner's Executive Oilfield Manufacturing and Services Industry compensation surveys. Watson Wyatt's survey includes 2,567 US companies, 154 of which are in the Utilities and Energy industry. Mercer's survey includes 2,258 companies, 101 of which are in the Energy/Mining industry. Watson Wyatt, Mercer-Executive and Economic Research Institute are nationally known, highly respected sources for data.
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For executive officers, the Company sets midpoint salaries at the 50th percentile and annual cash incentive awards and long-term equity awards at the 75th percentile of peer group and survey data assuming target performance levels. For 2007, survey salary data included 2007 Economic Research Institute Executive Compensation Assessor; 2007/2008 Watson Wyatt Survey Report on Top Management Compensation; and the 2007 William Mercer Executive Compensation Survey. The survey data was adjusted to reflect Belden's revenue size.
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Longnecker utilizes an average of public peer company information (50% weight) and published survey data (50% weight) in making their recommendations to the Compensation Committee. The following published surveys utilized by Longnecker were: Economic Research Institute Executive Compensation Assessor ...
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The Crowe Chizek survey included 26 financial institutions with $500 million to $1 billion in assets in the Midwest Region. From the Economic Research Institute salary database, which has information from a collection of compensation surveys, Crowe Chizek used information designated by the Economic Research Institute as reflecting individuals who had held their positions for three years at commercial banks with a Huntington, West Virginia, database location.
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... in order to ensure that his compensation was properly benchmarked, the Compensation Committee reviewed survey data from the Economic Research Institute which provides geographic-specific survey data derived from 14,000 U.S. publicly-traded corporations' proxy statements, annual and other reports filed with the SEC (1994 to present), loan and employment applicant earnings verifications and digitized public records.
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In performing their study, AGF analyzed a peer group of twenty-three publicly-held companies, as well as industry specific data from the 2006 Compensation and Entrepreneurship Report in Life Sciences (a survey of 170 private companies in the life sciences, including approximately 80 medical device companies) and general compensation data from the Economic Research Institute.
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In reviewing compensation policies and practices for executives for 2007, the Compensation Committee reviewed executive compensation surveys provided by its independent compensation consultant, Strategic Compensation Partners, obtained from The Survey Group, AON Consulting, ERI Executive Salary Assessor, and Towers Perrin. The surveys were generally based on broad indexes of U.S. public companies of reasonably comparable size.
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This data details relevant market rates for executive salaries based on independent salary surveys that have been selected for benchmarks and verified by the surveying body through payroll records. The sources for this data include: Organization Resource Counselors Executive Compensation Survey, Top Five Medic Benchmark Compensation Survey, Economic Research Institute Executive Compensation Assessor, and the Florida Comp Data Survey. Criteria used to select the surveys used for benchmarking remain consistent from year-to-year and the surveys have remained constant for four years; however, the companies participating in the surveys may vary depending upon changes in subscribing companies.
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The salary surveys utilized by our consultant detail compensation for positions within the labor markets in which we typically hire our executive staff. Published survey sources utilized by the consultant in the analyses were: ... Economic Research Institute (ERI)-Consultants Salary Assessor
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Survey data from various sources also are utilized, including the following: ... ERI Executive Compensation Assessor 2008 (Economic Research Institute)
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The reports included a competitive salary analysis showing market average salaries for executive positions similar to ours. The market average data was based on a compilation of industry survey data, including the Watson Wyatt Data Services Survey, the Mercer 2006 Energy Compensation Survey and the 2007 Salary Assessor prepared by the Economic Research Institute.
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In addition to the above, Longnecker analyzed published survey data from the following sources: ... Economic Research Institute, ERI Executive Compensation Assessor;
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In addition, the named executive officers were compared against published surveys as follows: ... ERI Executive Compensation Assessor - Crude Oil Exploration and Production
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The primary data used in setting competitive market compensation levels for the named executive officers was derived from two sources. The first source included various market salary surveys for banks of similar asset size, including 2007 Crowe Southeast, ERI Salary Assessor, Mercer-Banking Executive Survey, and Watson-Wyatt, Southeast.
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Data for these companies was compiled from current proxy statements. In addition, compensation information was compiled from several published survey sources which report data for business services and non-technical companies with revenues less than $50 million. These survey sources are: ... Economic Research Institute - Real Estate;
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We have supplemented the Aon Report with reports from Mercer Corp., Watson Wyatt, and Economic Research Institute (jointly, the "Compensation Surveys") on compensation for executives in our peer group.
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The company annually budgets total cash compensation to increase by roughly the amount reported by general US industry surveys on projected salary trends. The company looks at surveys prepared by WorldatWork, Economic Research Institute, Mercer, and Radford. This budgeted rate applies to all employees, including executives.
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Data is used from the Economic Research Institute ("ERI") to assess the local cost of wages in the Bank's local market. As a matter of compensation philosophy, regional adjustments made to the national data are based on the differential in salaries not the differential in cost of living.
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The consultants used data from comprehensive surveys and performed a peer group analysis using similar sized food and snack food companies. The consultants used the 2006/2007 Industry Report on Top Management Compensation by Watson Wyatt and the 2006 Executive Compensation Assessor by Economic Research Institute and its market analysis of our executive compensation. All elements of executive compensation were compared to market data from food and kindred products industries data.
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Additionally, information from the following published surveys was incorporated into Longnecker's 2007 study: ... Economic Research Institute, ERI Executive Compensation Assessor 2007;
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PWC's analysis was based on a review of proxy data for three years and compensation surveys performed by Mercer Human Resource Consulting, Watson Wyatt and the Economic Research Institute.
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This increase was based on a recommendation of the Compensation Committee. In making this recommendation, the Compensation Committee considered the Executive Compensation Assessor prepared by the ERI Economic Research Institute for information concerning compensation of chief executive officers and chief financial officers of public companies with annual revenues of $15 million to $50 million.
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In establishing compensation benchmarks, Aon summarized survey data from Towers Perrin, Economic Research Institute, Watson Wyatt Data Services and William Mercer for companies of similar size to Diamond.
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The data from these surveys is statistically regressed according to our revenue. This survey data includes oilfield services, energy and general industry data. The surveys referenced in Deloitte's 2007 compensation report were: ... Economic Research Institute 2007 Executive Compensation Assessor
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The Survey Group consists of four "Industry Peer Group" companies and "General Industry" companies regressed from Construction and Engineering industries with annual revenues of approximately $950 million. The compensation consultant utilized published survey compensation data from the following sources: ... Economic Research Institute, ERI Executive Compensation Assessor
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We reviewed compensation survey results from the Economic Research Institute (ERI) Survey for metal fabrication companies, both in the Midwest and nationwide...
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The 2006 survey sources included the Economic Research Institute - Executive Compensation Assessor, proxy statement data for publicly traded commercial banks and thrifts located in Pennsylvania, Maryland, Delaware and New Jersey ranging in asset size between $2 billion and $12 billion
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For the fiscal year ended January 31, 2007, compensation indices from the ECS Industry Report on Top Management Compensation, which was prepared by Watson Wyatt Data Services, and the Salary Assessor, which was prepared by Economic Research Institute, were used in the Committee's analysis.
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The Company's professional employer organization, The Castleton Group, retained ERI Economic Research Institute ('ERI') to perform a compensation benchmarking study for fiscal year 2006. ERI surveyed market compensation data from a peer group of companies, and evaluated the compensation levels of our named executive officers compared to named executive officers of the peer group companies. Based on the survey, the Company's Board of Directors' HR&C Committee determined that base salaries and incentive compensation amounts were at, or below, current median rates of compensation for our peer group. The study results are being utilized in establishing recommended compensation levels for the Company's named executive officers for fiscal year 2007 with a general objective of maintaining the base salary component of our executive compensation at or below the median levels of our peer group within the overall framework of the HR&C Committee's philosophy and objectives.
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Published survey compensation data from the following sources was utilized: William Mercer, Watson Wyatt, World at Work, and the Economic Research Institute.
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In connection with the hiring of Mr. White in June 2006, in order to ensure that his compensation was properly benchmarked, the Compensation Committee reviewed survey data from the Economic Research Institute which provides geographic-specific survey data derived from 14,000 U.S. publicly-traded corporations' proxy statements, annual and other reports filed with the SEC (1994 to present), loan and employment applicant earnings verifications and digitized public records.
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The salary surveys utilized detail compensation for positions within the labor markets in which we hire our executive staff. Published survey sources utilized in the analyses included: Economic Research Institute (ERI)-Consultant's Compensation Assessor-a compensation database that combines over 1,500 published survey resources...
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Our consultant reviewed national compensation surveys from the following sources: America's Community Bankers Compensation Survey; BAI Bank Cash Compensation Survey; BAI Key Executive Compensation Survey; Crowe Chizek - Comprehensive Financial Institutions Compensation Survey; and Economic Research Institute - Executive Compensation Assessor.
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In addition, management periodically obtains survey data of comparably situated companies from Economic Research Institute ('ERI') to guide it in its compensation recommendations. The specific parameters we define for ERI are job description, company revenue size, company SIC code and geographic location. Based upon these inputs, ERI supplies base salaries, incentive and total compensation information for comparable job descriptions. Where comparable job descriptions do not exist, further analysis is necessary to determine appropriate comparable compensation parameters. Thus, because it is our policy to have both an executive Chairman and a President and Chief Executive Officer, the starting point for our consideration of the compensation for these two positions is determined by combining the ERI data for the position of 'Outside Chairman' and the position of 'President and Chief Executive Officer' and adjusting for the additional activities and responsibilities of our Chairman.
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In its review of officer base salaries, AGF utilized two separate sets of comparative market data on total compensation pay. The first set of data was a proprietary research database developed by Economic Research Institute ('ERI') which reflected pay practices of more than 20,000 businesses. The ERI data was screened to provide comparable data for the equivalent eight officer positions at comparable sized (based on revenues) specialty food manufacturing companies.
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In performing their study, AGF analyzed a peer group of twenty-three publicly-held companies, as well as industry specific data from the 2006 Compensation and Entrepreneurship Report in Life Sciences (a survey of 170 private companies in the life sciences, including approximately 80 medical device companies) and general compensation data from the Economic Research Institute.
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Economic Research Institute compensation data base by location, industry and size. America's Community Bankers 32nd Annual Compensation Survey. Data was compiled using banks with assets over $1 billion by region.
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The outside consultant blends several data categories from these sources to reflect our asset size and geographical region. The consultant also adjusts the data for geographical pay differentials, using data from the Economic Research Institute, to adjust for salary ranges in the Western New York area. The data, which is based upon actual salaries for the previous year, is further adjusted by an estimated percentage for salary increases within the industry.
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The Corporation also refers to compensation survey data from the below listed resources to ensure that its total senior executive compensation program is competitive: Economic Research Institute...
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The surveys were national surveys published by Mercer Human Resource Consulting, Watson Wyatt Data Services and Economic Research Institute.
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The Compensation Committee, with the assistance of Milliman, benchmarks the compensation levels of the Named Executive Officers versus compensation levels of comparable job functions and responsibilities across such companies. Milliman independently determines the methodology of its compensation surveys and the companies included in its surveys. In this benchmarking, the compensation of the Named Executive Officers was compared against compensation information published by the Economic Research Institute ('ERI')...
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Selected peer organizations consisted of: AEP Industries, Inc., Anchor Glass Container, Caraustar Industries, Inc., Chesapeake Corporation, CLARCOR Inc., Constar International, Inc., Greif, Inc., Kimball International, Inc., OMNOVA Solutions, Inc., P.H. Glatfelter Company, Plum Creek Timber Company, Inc., Pope & Talbot, Inc., Potlatch Corporation, Rayonier, Inc., Rock-Tenn Company, Spartech Corporation and Wausau-Mosinee Paper. Published salary surveys consisted of the Printing Industry of the Carolinas, Inc. (PICA) Wage & Benefits Compilation Report, the Economic Research Institute: Executive Assessor, the Mercer Executive Compensation Survey, the Stanton Group Forest Products Industry Compensation Association (FPICA) and the Watson Wyatt Top Management Compensation Report.
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For 2006 compensation, survey sources included the 2006 Economic Research Institute Executive Compensation Assessor; 2006/2007 Watson Wyatt Top Management and Middle Management Compensation Calculator; and the 2006 William H. Mercer Executive Compensation Survey. The survey data is regressed to reflect Belden's revenue size.
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Under its charter, the Compensation Committee has authority to retain compensation consultants, outside counsel, and other advisors that the Committee deems appropriate, in its sole discretion, to assist it in discharging its duties, and to approve the terms of retention and fees to be paid to such consultants. The Compensation Committee engaged Cook to assist the Committee in establishing the compensation structure for our NEOs for 2006 and 2007. Our company also retains Economic Research Institute, Mercer Consultants, and Watson Wyatt to advise us with respect to our compensation programs for executives and members of our management team, other than the NEOs.
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Survey data from various sources also are utilized, including ERI Executive Compensation Assessor 2006 (Economic Research Institute)...
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This data details relevant market rates for executive salaries based on independent salary surveys that have been selected for benchmarks and verified by the surveying body through payroll records. The sources for this data include: Organization Resource Counselors Executive Compensation Survey, Top Five Medic Benchmark Compensation Survey, Economic Research Institute Executive Compensation Assessor, and the Florida Comp Data Survey. Criteria used to select the surveys used for benchmarking remain consistent from year-to-year and the surveys have remained constant for three years; however, the companies participating in the surveys may vary depending upon changes in subscribing companies.
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The Company uses the services of The Whitney Smith Company to conduct reviews of compensation approaches and levels for relationship managers, key management and the named executives. The study was directed to cover competitive base salaries, annual bonuses, and total annual cash compensation. The survey information provided by The Whitney Smith Company uses survey information compiled from information from recognized sources including the Economic Research Institute, Watson Wyatt, Mercer, Delves Group, and World at Work. In addition to the published survey information, publicly available information from a selected peer group was considered.
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The annual base salary for each executive officer (including the NEOs) generally is increased on the anniversary of his or her start date. In 2005, the compensation committee asked Hewitt Associates to study the overall compensation levels, including base salary, of the CEO and two other senior management employees. With respect to other senior management employees and other management employees, the Company uses the results of an annual study by the Economic Research Institute and sets annual base salaries at plus or minus 25% of the midpoint, depending on an assessment of the individual's sustained performance and the location of his or her position.
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Data for this analysis was drawn from the following sources: (i) Mercer Consulting Benchmarking Database - Executive Compensation Report, (ii) Watson Wyatt Data Services: ECS Survey Report on Top Management Compensation, (iii) Economic Research Institute: Salary Assessor, and (iv) Aon Consulting - Executive Compensation.
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Overall compensation of each executive officer is evaluated against that of similarly situated executives in the peer group, considering the overall scope of the executive's individual and geographic responsibilities. This evaluation is conducted using a software database from the Economic Research Institute, which inputs a variety of surveys, proxy information and other sources outlining the market for various positions (including CEO, CFO, and Chief Legal Counsel) within the industry within specific geographic and revenue parameters. In making compensation determinations for executive officers, the Committee also considers recommendations of the Chief Executive Officer (other than with respect to his own compensation). Individual compensation of our executive officers is comprised of three elements: base salary, cash bonus and stock options.
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The Company utilizes various independent survey sources when performing their review. The predominant survey utilized in 2006 was the Salary Assessor Series published electronically by the Economic Research Institute. The Salary Assessor Series includes the Executive Compensation Assessor, which allows data segmentation by industry classification and annual revenues.
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Lawrence Associates utilizes compensation and specific salary survey data provided by the Economic Research Institute ('ERI'), a recognized leader in survey analyses and web-based collection of compensation survey data. The ERI database consists of both proxy information and a compilation of compensation data obtained from numerous sources, including subscriber provided data and purchased surveys. While the information gathered from proxies can be attributed to specific companies, individual organizations that otherwise participate in the database compilation cannot be specifically identified. Lawrence Associates uses ERI data for organizations with an SIC code of 6100 ('Finance, Insurance, and Real Estate - Nondepository institutions'). Using regression analysis, the ERI software database enables Lawrence Associates to statistically approximate the competitive market survey data for the requested executive positions at the desired asset size level.
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The consultant's report found that the compensation for the Chairman, the President and the Treasurer, based upon survey sources ranging from the Economic Research Institute to data for a peer group of 12 real estate operator and lessor companies1, was below the 50% median of base salary. At the date of the report, as compared to total compensation at peer companies, the compensation for two of the three executives was below the 25th percentile and for one executive slightly above the 25th percentile. Based upon the report, our overall compensation philosophy, our evaluation of the Chief Executive's performance and the Chief Executive's evaluation of the performance of the President and the Treasurer, we adjusted the base salaries of the Chairman, the President and the Treasurer to the 50th percentile of the base compensation of the peer companies.
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They conducted a study to assist us in developing an overall compensation plan for our work force and developing formalized policies with respect to the determination of the compensation philosophy, structures, salary ranges and the various elements of total compensation. Aon utilized various sources of compensation reports and surveys including Radford Benchmark Compensation Report, ECS/Watson Wyatt Salary Surveys, Economic Research Institute Salary Surveys, Mercer Compensation Reports and Towers Perrin Surveys. Aon used data from these sources to benchmark the various compensation elements for existing and proposed executive and technical positions against biotechnology and pharmaceutical companies of comparable size. Data from twenty to several hundred companies were utilized depending upon the particular position being evaluated.
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The consultants used the 2006/2007 Industry Report on Top Management Compensation by Watson Wyatt and the 2006 Executive Compensation Assessor by Economic Research Institute and its market analysis of our executive compensation. All elements of executive compensation were compared to market data from food and kindred products industries data.
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Overall, the total compensation opportunity is intended to create an executive compensation program that is fair, reasonable and competitive when compared to the median compensation levels of comparable limited service restaurant companies. In setting compensation, the Company informally considers competitive market practices derived from various sources, such as recruiting firms, SEC filings of comparable companies and data available from the Economic Research Institute, which provides a database of executive compensation statistics regarding other limited service restaurant companies of comparable size and revenue and similar geographic location. Generally, we believe that executive salaries should be targeted near the median of the range of salaries for executives in similar positions and with similar responsibilities at comparable companies but we do not engage in a formal benchmarking process.
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CRI utilized the most recent published surveys in our in-house library, as follows, to obtain specific market data for this position ... 2. Executive Compensation Assessor, Economic Research Institute.
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Salary levels recommended by the committee are intended to be in the middle range of the marketplace. There is no provision for 'automatic annual raises;' however, adjustments will be made from time to time for individuals whose salaries are trailing the market. Sources of compensation information include a peer group analysis as obtained through review of proxy statements and various compensation surveys including Employer Group Survey, Economic Research Institute Survey, Western Management Group Survey, California Bankers Association Survey, American Community Bankers Survey and other published sources and consultation with independent compensation consultants.
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