Table of Contents
The Committee generally retains the ability to recommend payouts that are above or below actual performance levels for the applicable performance period. For purposes of determining the
amount of a payout to recommend, the Committee may also consider infrequent or non-recurring items that are not reflective of ongoing operations, the effects of major corporate transactions or other
items that the Committee determines, in its judgment, significantly distort the comparability of our actual performance against the performance targets.
the Committee reviews the design of our named executive officer compensation program, including whether the risks arising from our compensation policies and practices are
reasonably likely to have a material adverse effect on the Company. In doing so, the Committee assesses whether compensation programs used in prior years have successfully achieved our compensation
objectives. The Committee also considers the extent to which our compensation program is designed to achieve our long-term financial and operating goals. The Committee has retained the independent
compensation consultant referenced below under "Role of Compensation Consultants" to help analyze certain comparative market data. Certain members of management participate in this process by
assembling and summarizing data used by the Committee. The Committee and its independent compensation consultant reviewed our compensation policies and practices, and the Committee has determined that
the risks arising from our compensation policies and practices are not reasonably likely to have a
material adverse effect on the Company. In 2018, the Company prepared "tally sheets" that summarize the past and present values of each component of each NEO's total compensation. This tool is
available to assist Committee members in the evaluation and approval of changes to compensation.
During 2018, the Committee continued to retain Lyons, Benenson & Company Inc. ("LB") as an independent compensation consultant to
advise on executive compensation matters. LB assisted the Committee in determining the compensation peer group, which is described in more detail below. LB also advised the Committee on competitive
compensation practices, mix of compensation elements and comparative market data, which the Committee considered in addressing and determining the appropriate levels of compensation for each NEO
relative to the marketplace.
Committee has reviewed the independence of its independent compensation consultant and has determined that no conflicts of interest exist. The Committee has sole authority to retain
or replace the independent compensation consultant. The Committee regularly reviews the performance and independence of its independent compensation consultant, as well as fees paid. A representative
of the independent compensation consultant attends Committee meetings as requested to serve as a resource on compensation matters. In order to encourage independent review and discussion of
compensation matters, the Committee has the authority to, and does from time to time, meet with such representative in executive session.
Annually, the Committee reviews the performance of our chief executive officer and makes recommendations to the Board regarding his
compensation. In doing so, the Committee uses information provided by the independent compensation consultant and certain historical financial and operating performance data provided by management.
Our chief executive officer reviews the performance of the other NEOs with the Committee and