BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NAMED NOMINEES AS DIRECTORS.
Compensation Summary and Analysis
Compensation Committee is tasked with discharging the Board of Directors’ responsibilities related to oversight of the compensation
of our directors and officers and ensuring that our executive compensation program meets our corporate objectives. The following
is a summary and analysis of the executive compensation policies, programs and practices developed by the Compensation Committee,
and a description of the compensation of our Named Executive Officers as determined by the committee for fiscal year 2018.
objective of our compensation program is to attract, retain and motivate highly qualified executive officers while aligning the
interests of these executives with those of shareholders. When designing compensation packages to achieve this objective, the
committee is guided by the following principles:
pay and performance: Provide total compensation that is commensurate with stock price performance, the operational and
financial success of our business, and the individual performance contributions of executives.|
program cost and dilution: Balance other considerations for executive pay programs with their impact on earnings, cash
flow and stock dilution.|
market competitive pay: Targeted compensation opportunities should generally reflect levels, both in terms of size of
pay opportunity and mix of pay elements, observed in the competitive marketplace, as defined by the market median pay levels
among companies with which we compete for talent.|
believe that adhering to these principles will create a total compensation program that supports our aim to deliver long-term
shareholder value through business performance. In addition to the above principles, the Compensation Committee exercises its
judgment in setting pay levels with respect to individual competencies and experience and the internal compensation equity among
Named Executive Officers.
and Independence of the Consultant
time-to-time, when deemed necessary, the Compensation Committee engages the services of an independent compensation consultant
to provide the committee with market data and analysis, advice on incentive design practices, and an external perspective on pay
trends and legal and regulatory developments. The committee retained Radford, an Aon Hewitt Company, as its independent compensation
consultant (the “Consultant”) most recently in November 2016. Radford does not provide any services to the Company
other than those related to director and executive compensation consulting. The committee considers the Consultant to be fully
independent and that the Consultant’s work has not raised any conflict of interest.
2016, Radford conducted an in-depth study and recommended to the Compensation Committee, and the committee approved, a peer group
of 20 companies (listed below) based on objective industry and financial criteria. The Consultant collected and presented to the
committee proxy data from the peer group and market data from a broader sample of high technology companies contained in the Radford
Global Technology Database.