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Technology Stocks : IFMX - Investment Discussion -- Ignore unavailable to you. Want to Upgrade?


To: Fred Levine who wrote (12145)10/22/1998 9:34:00 AM
From: Mark Duper  Read Replies (1) | Respond to of 14631
 
With Fred's post in mind, i submit the following (straight out of the 1998 proxy):

GENERAL COMPENSATION PHILOSOPHY

The primary objectives of the Company's executive compensation policies
include the following

- To attract, motivate and retain a highly qualified executive management
team;


- To link executive compensation to the Company's financial performance as
well as to defined individual management objectives established by the
Committee;

- To compensate competitively with the practices of similarly situated
technology companies; and

- To create management incentives designed to enhance stockholder value.

EQUITY INCENTIVE PROGRAMS

Long-term equity incentives, including stock options and performance shares
granted pursuant to the Company's 1994 Plan, help to align the economic
interests of the Company's management and employees with those of its
stockholders.
Stock options are a particularly strong incentive because they are
valuable to employees only if the fair market value of the Company's Common
Stock increases above the exercise price, which is generally set at the fair
market value of the Company's Common Stock on the date the option is granted.
However, in exceptional circumstances where the fair market value of the
Company's Common Stock has declined over time to a point where such per share
value is significantly lower than the exercise price of substantially all of the
Company's outstanding options, the Committee may recommend to the full Board of
Directors that such outstanding options be repriced so that the exercise price
of such options is adjusted to equal the fair market value of the Company's
Common stock on the date of such repricing. During fiscal 1997, the Committee
recommended and the Board of Directors approved an option repricing on two
occasions; however, the executive officers of the Company were only eligible to
participate in the first option repricing.

The bottom line is this plan is not motivating the executives. If the company doesn't perform, why should they be getting repriced options? BTW, the CEO got 1,500,000 stock options in 98 @ ~10 strike price. I bet these will be repriced this year, also.

Sup.