Management Compensation!! Seems to me management is accepting success of the company as their primary compensation...good for shareholders!!
The Board approved the following base salaries for Fiscal 2008 as detailed in the table below:
Maximum
Award Annual
Base Bonus Award Achieved (Percentage Bonus
Name Salary (1) (Percentage of Salary) of Salary) Awarded
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John Punzo (2) $Nil N/A N/A $Nil
Ray Ledesma (3) $Nil N/A N/A $Nil
Randall K. Boatright (4) $59,400 N/A N/A $Nil
James D. Romano (5) $108,000 N/A N/A $Nil
Gordon McDougall (6) $64,800 N/A N/A $Nil
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(1) All of the Executive Officers of the Company have agreed to defer a
proportion of their Base Salary. All Executive Officers of the Company are
also members of the Board of Directors with the exception of Mr. McDougall.
(2) Mr. Punzo joined the Company on July 1, 2008 as Chairman & CEO, therefore
no compensation was paid in Fiscal 2008. Per his Management Consulting
Agreement, Mr. Punzo is to receive a Base Salary of $150,000.00 per year.
(3) Mr. Ledesma became an Executive of the Company on October 17, 2007 as CEO
(he recently resigned as CEO to accommodate the appointment of Mr. Punzo;
he currently holds the positions of President & COO). Per his Employment
Agreement, Mr. Ledesma is to receive a Base Salary of $150,000.00 per year.
Mr. Ledesma has agreed to defer his entire compensation to allow the
Company to conserve cash.
(4) Mr. Boatright joined the Company on December 1, 2007 as EVP and CFO. Per
his Management Consulting Agreement, Mr. Boatright is to receive a Base
Salary of $129,600.00 per year.
(5) Mr. Romano joined the Company on November 14, 2006 as President and CEO
(subsequently he has resigned from these positions and is currently
Corporate Secretary and Treasurer). Per his Management Consulting
Agreement, Mr. Romano is to receive a Base Salary of $129,600.00 per year.
(6) Mr. McDougall resigned as an Executive Officer of the Company on April 4,
2008 and as a Director subsequent to the fiscal year-end on June 23, 2008.
Mr. McDougall was receiving $129,600.00 per year.
Currently all Executive Officers of the Company are receiving half of their
monthly Base Salary with the balance being accrued. Subsequent to the fiscal
year end, Mr. Romano elected to convert $60,000.00 of his outstanding accrual
into restricted shares in the Company.
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Equity Incentives. The Executive Officers received restricted stock awards as a one-time equity incentive. During Fiscal 2008, Mr. Ledesma received 1,200,000 restricted shares; Mr. Boatright received 1,000,000 restricted shares; Mr. Romano received 1,020,000 restricted shares; and Mr. McDougall received 1,020,000 restricted shares. Subsequent to the year-end, Mr. Punzo received 500,000 restricted shares (an additional 500,000 restricted shares are to be issued on January 1, 2009). All of these restricted stock issuances are one time stock incentive bonuses.
Employee Plan
Exterra does not currently have an Employee Plan.
Employment Contracts, Change-In-Control Arrangements and Certain Other Matters. We provide the opportunity for our executive officers to be protected under the severance and change in control provisions contained in their employment agreements. We believe that these provisions help us to attract and retain an appropriate caliber of talent for the position. Our severance and change in control provisions for the executive officers are summarized in their respective Employment Agreements.
Other Employee Benefits. Exterra does not currently have an employee benefit plans, such as medical, dental, group life and long-term disability insurance.
Fiscal 2009 Compensation Decisions
Base Salaries. No increases in Base salaries are planned for Fiscal 2009.
Equity Incentives. No further equity incentives are planned for Fiscal 2009.
