The following discussion and analysis of compensation
arrangements should be read with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans, consideration, expectation and determinations regarding future
compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion.
Compensation Discussion and Analysis
Since the 2006 Acquisition, our business has been managed under the direction of the board of directors and executive officers of our
principal operating subsidiary, STI. To date, the issuer has served as a holding company and has not engaged in any meaningful activities other than in that capacity. In contemplation of the completion of this offering, all of the executive officers
of STI identified as such in the section entitled Management included elsewhere in this prospectus were appointed to serve in the same capacity with the issuer. However, none of such executive officers of STI will become employees of the
issuer. All of such executive officers of STI will remain employees of STI in light of all such executive officers being residents of the United States.
This Compensation Discussion and Analysis section describes the material elements of STIs compensation programs for its executives,
including the Named Executive Officers as listed in the Summary Compensation Table below. This section also provides an overview of STIs executive compensation philosophy and analyzes how and why the compensation committee arrives at specific
compensation decisions and policies.
Prior to the
completion of this offering, the issuer will establish a compensation committee and will adopt a written charter for such committee, which will be available on our website after the completion of this offering. Members of such committee will hold
office for terms of one year. The executive compensation philosophy and how and why the committee will arrive at specific compensation decisions and policies is expected to be substantially similar to those of STI set forth below.
Compensation Philosophy and Objectives
Our philosophy in establishing compensation policies for our
officers and executive officers, including the Named Executive Officers, is to align compensation with our strategic goals and our sponsors growth objectives, while concurrently providing competitive compensation that enables us to attract and
retain highly qualified executives.
objectives of our compensation policies for officers and executive officers, including Named Executive Officers, are to:
attract and retain officers and executive officers by offering total compensation that is competitive with that offered by similarly situated companies
and rewarding outstanding personal performance;
achieve our long-term value creation objectives as outlined by our sponsors;
promote and reward the achievement of short-term objectives; and
align the interests of our officers and executive officers, including our Named Executive Officers, with those of the Company by making long-term
incentive compensation dependent upon financial performance.
Executive compensation is based on our pay-for-performance philosophy, which emphasizes both company and individual performance measures that correlate closely with the achievement of both short-and
long-term performance objectives as set by the Sponsors. To motivate our officers and executive officers, including our