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The following is an excerpt from a DEF 14A SEC Filing, filed by LOOKSMART LTD on 4/28/2000.
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LOOKSMART LTD - DEF 14A - 20000428 - EXECUTIVE_COMPENSATION

EXECUTIVE COMPENSATION

Executive Officers

Our executive officers, and their respective ages as of April 15, 2000, are as follows:

Name                       Age Position
----                       --- --------
Evan Thornley.............  35 Chief Executive Officer, Chairman and
                               director
Tracey Ellery.............  37 President and director
Ned Brody.................  36 Chief Financial Officer
Richard Boulderstone......  43 Senior Vice President, Engineering
Brian Cowley..............  40 Senior Vice President, Global Sales
Martin Hosking............  39 Senior Vice President, Product
Val Landi.................  55 Senior Vice President, Marketing
Chris Tucher..............  39 Senior Vice President, Business
                               Development
Martha Clark..............  46 Vice President, Human Resources
Derek Malmquist...........  39 Vice President, Marketing
Timothy Pethick...........  37 Vice President, International
Martin Roberts............  39 Vice President, Senior Counsel and
                               Secretary
Scott Stanford............  29 Vice President, Strategy and Development

Evan Thornley co-founded LookSmart and has served as its Chairman and Chief Executive Officer and a director since July 1996. From July 1996 to June 1999, Mr. Thornley also served as President. From 1991 to 1996, Mr. Thornley was a consultant at McKinsey & Company, a global consulting company, in their New York, Kuala Lumpur and Melbourne offices. Mr. Thornley holds a Bachelor of Commerce and a Bachelor of Laws from the University of Melbourne, Australia. Mr. Thornley is married to Ms. Ellery.

Tracey Ellery co-founded LookSmart and has served as its President since June 1999 and as a director since September 1997. Ms. Ellery served as our Senior Vice President of Product from July 1996. From 1991 to 1994, Ms. Ellery was Chief Executive Officer of Student Services Australia, an Australian college publishing/retail company. Ms. Ellery studied drama and legal studies at Deakin University, Australia. Ms. Ellery is married to Mr. Thornley.

Ned Brody has served as our Chief Financial Officer since March 2000. Prior to that time, Mr. Brody served as our Vice President of Ecommerce since November 1998. From 1993 to November 1998, Mr. Brody was a partner at Mercer Management Consulting, a management consulting company. Mr. Brody holds a B.S. in economics and an M.B.A. from Wharton School, University of Pennsylvania.

Richard Boulderstone has served as our Senior Vice President of Engineering since March 2000. Prior to that time, Mr. Boulderstone served as Chief Technical Officer at Thomson Financial Services, a financial services company, from July 1997 to February 2000. At Thomson Financial Services, Mr. Boulderstone was responsible for product management, product development and information systems. From January 1997 to June 1997, Mr. Boulderstone was Vice President of Research Systems Development at Reed Elsevier, Inc., a professional information company. From October 1993 to December 1996, Mr. Boulderstone was Senior Vice President of Technology for Knight-Ridder Information, a professional information company. Mr. Boulderstone holds a Bachelor of Science and Technology in chemical engineering and fuel technology from Sheffield University, England.

Brian Cowley has served as our Senior Vice President of Global Sales since December 1998. From August 1997 to December 1998, Mr. Cowley served as our Senior Vice President of Global Sales and Distribution and as our Vice President of Advertising Sales from October 1996 to August 1997. From March 1996 to October 1996, Mr. Cowley served as Business Development Manager at Netscape Communications Corporation, overseeing advertising sales on the Netscape Netcenter website. From April 1995 to March 1996, Mr. Cowley served as Vice President of Sales and Product Marketing in the Data Products Division of Strategic Mapping,

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Inc., a marketing data company. From June 1994 until April 1995, Mr. Cowley worked as a Vice President of Sales at Consumer Direct Access, a company he co-founded, in San Francisco. Mr. Cowley holds a B.S. in marketing from Bryant College.

Martin Hosking joined the Company in January 1996 and has held a variety of senior management positions, most recently as Senior Vice President of Product since July 1998. From 1994 to 1996, Mr. Hosking was a consultant at McKinsey & Company, a management consulting company. Prior to that time, Mr. Hosking served with the Australian Department of Foreign Affairs and Trade as a Diplomat in Egypt and Syria and held various senior posts in Canberra, Australia. Mr. Hosking holds a B.A. in history and economics from the University of Melbourne, Australia.

Val Landi has served as our Senior Vice President of Marketing and Media Services since August 1998. From October 1997 to July 1998, Mr. Landi served as Vice President, Sales and Marketing of Carnelian, Inc., an Internet software company, and from April 1997 to September 1997 as Executive Vice President of Power Agent, an Internet media company. From March 1995 to March 1997, Mr. Landi served as Publisher and General Manager of International Data Group/Computerworld Internet Media, an information technology company, Corporate Vice President of International Data Group from 1994 to 1995, and as Executive Vice President of International Data Group's International Marketing Services from 1991 to 1995. Mr. Landi holds an M.A. from Harvard University.

Chris Tucher has served as our Vice President of Business Development and Syndication since August 1998 and Senior Vice President of Business Development from June 1999. From August 1995 to August 1998, Mr. Tucher served as Director of Sales and Marketing and Media and Financial Markets at Netscape Communications Corporation, an Internet software company. From 1991 to 1995, Mr. Tucher was a vice president and member of the executive board of the Contra Costa Newspapers, Inc., a news publishing company. Mr. Tucher holds a B.A. in English and economics from Occidental College, and an M.B.A. from Harvard Business School.

Martha Clark has served as our Vice President of Human Resources since May 1999. From October 1998 to April 1999, Ms. Clark was a consultant. From January 1997 to October 1998, Ms. Clark was Senior Vice President and Human Resources Division Manager of Sumitomo Bank of California, a commercial bank. From August 1995 to January 1997, Ms. Clark was Director and co-founder of John Parry & Alexander, a human resources consulting company. From 1993 to 1995, Ms. Clark was Director of Human Resources of Fritz Companies, Inc., a global logistics services company. Ms. Clark holds a B.A. in economics from Wellesley College and an M.B.A. from Stanford University.

Derek Malmquist has served as our Vice President of Marketing since April 1999. From 1991 to April 1999, Mr. Malmquist worked at The Clorox Company, a consumer packaged goods company, most recently as Group Marketing Manager with responsibility for the home cleaning division. Prior to attending business school, Mr. Malmquist was an Account Executive with Bates Advertising Worldwide in New York, a Saatchi & Saatchi Company. Mr. Malmquist holds a B.A. in history from Harvard University, a Master of Philosophy from Cambridge University in England, and an M.B.A. from Harvard Business School.

Timothy Pethick has served as our Vice President of International and as Chief Executive Officer and director of LookSmart International Pty Ltd., our Australian subsidiary, since March 1999. From August 1996 to March 1999, Mr. Pethick was employed in several positions by Encyclopedia Britannica, Inc., a publishing company, most recently as General Manager of Sales and Marketing. From 1995 to 1996, Mr. Pethick was Marketing Director of On Australia Pty Limited, an Internet/online publishing company, and from 1994 to 1995, he was General Manager of Roadshow New Media, a CD-rom distribution and publishing company. Mr. Pethick holds a Bachelor of Commerce from the University of New South Wales, a Masters of Economics from Macquarie University and an M.B.A. from Deakin University, Australia. Mr. Pethick is a Chartered Accountant in Australia.

Martin Roberts has served as our Senior Counsel since May 1999 and as a Vice President since February 2000. From April 1997 to May 1999, he served as Senior Counsel of The PMI Group, Inc., a provider of mortgage-related services. From September 1995 to April 1997, Mr. Roberts served as Senior Counsel of Fair,

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Isaac and Company, Inc., a risk assessment technology company. Prior to September 1995, Mr. Roberts was Managing Attorney at the Federal Deposit Insurance Corporation branch office in Los Angeles, California. Mr. Roberts holds a B.A. in English from the University of Virginia and a J.D. from the University of Alabama.

Scott Stanford has served as our Vice President of Strategy and Development since January 1999. From July 1999 to December 1999, Mr. Stanford served as our Director of Strategy and Development and from January 1999 to July 1999 as our Director of Ecommerce. From September 1996 to July 1998, Mr. Stanford studied for his M.B.A and was an Associate at General Atlantic Partners, a venture capital company. From March 1993 to May 1996, Mr. Stanford was a financial analyst for Goldman Sachs & Co., an investment bank. Mr. Stanford holds a B.A. in social studies from Harvard University and an M.B.A. from Harvard Business School.

Summary Compensation Table

The following table shows information concerning the compensation earned during each of the last three full fiscal years by our (i) Chief Executive Officer, (ii) four other most highly compensated executive officers of the Company as of December 31, 1999, and (iii) one executive officer, David Neylon, who was one of the four most highly compensated executive officers but was not employed with the Company at the end of 1999. The persons listed below are referred to throughout this proxy statement as the "named executive officers."

                                                       Long-Term
                                                      Compensation
                              Annual Compensation        Awards
                              -------------------- ------------------
                                      Other Annual                     All Other
Name and Principal            Salary  Compensation  Number of Shares  Compensation
Position                 Year   ($)      ($)(1)    Underlying Options    ($)(2)
------------------       ---- ------- ------------ ------------------ ------------
Evan Thornley........... 1999 212,328       --               --           8,408
 Chief Executive
 Officer,                1998 137,136       --               --          36,928
 Chairman and director   1997 105,132       --               --             --

Patricia Cole (3)....... 1999 164,098     7,132          900,000            --
 Chief Financial Officer 1998     --        --               --             --
                         1997     --        --               --             --

Brian Cowley............ 1999 280,239    10,000              --             --
 Senior Vice President,  1998 190,000     7,969              --             --
 Global Sales            1997 190,000       771        1,620,000            --

Tracey Ellery........... 1999 203,807       --               --           8,408
 President and director  1998  95,297       --               --           3,918
                         1997  62,582       --               --             --

Val Landi (4)........... 1999 149,908       --               --          20,000
 Senior Vice President,  1998  50,000       --           600,000            --
 Marketing               1997     --        --               --             --

David Neylon (5)........ 1999 207,595     6,000              --             --
 Senior Vice President,  1998  30,000     1,125        1,050,000            --
 Engineering             1997     --        --               --             --


(1) The compensation listed in this column consists entirely of matching contributions made by the Company to the accounts of the named executive officers under the Company's 401(k) plan. Under the 401(k) plan, matching contributions are 50% vested after the first year of employment and 100% vested after the second year of employment.

(2) The compensation listed in this column for 1999 consisted of: (i) reimbursement of housing-related expenses in the amount of $6,405, telephone-related expenses in the amount of $633, and relocation expenses in the amount of $1,370 incurred by Mr. Thornley, (ii) reimbursement of housing-related expenses in the amount of $6,405, telephone-related expenses in the amount of $633, and relocation expenses in the

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amount of $1,370 incurred by Ms. Ellery, and (iii) reimbursement of $20,000 of personal travel expenses incurred by Mr. Landi.

(3) Ms. Cole's employment with the Company as Chief Financial Officer began in February 1999 and ended in March 2000. Amounts shown for 1999 reflect compensation for services rendered for less than the full fiscal year in 1999.

(4) Mr. Landi's employment with the Company began in August 1999. Amounts shown for 1999 reflect compensation for services rendered for less than the full fiscal year in 1999.

(5) Mr. Neylon's employment with the Company began in November 1998 and ended in August 1999. Amounts shown for 1998 and 1999 reflect compensation for services rendered for less than the full fiscal years in 1998 and 1999.

Stock Option Grants in the Last Fiscal Year

The following table sets forth information regarding stock options granted to the named executive officers in 1999 and the values of those options:

                                           Individual Grants
                         -----------------------------------------------------
                                                                               Potential Realizable
                                                                                 Value at Assumed
                                                                               Annual Rate of Stock
                            Number of    Percent of Total                       Price Appreciation
                           Securities    Options Granted  Exercise              for Option Term ($)
                           Underlying      to Employees   Price Per Expiration ---------------------
Name                     Options Granted     in 1999        Share      Date        5%        10%
----                     --------------- ---------------- --------- ---------- ---------- ----------
Patricia Cole...........     900,000          13.25%        $1.25    2/25/09   $3,165,557 $5,706,995

The amounts shown in the column entitled "Potential Realizable Value at Assumed Annual Rate of Stock Price Appreciation for Option Term" are based on the fair market value per share of common stock on the date of grant, compounded annually at 5% or 10% per annum over the 10-year term of the stock option, minus the exercise price per share, multiplied by the number of shares subject to the stock option. The real value of the options depends on the actual performance of the Company's stock during the applicable period. The use of this valuation method should not be construed as an endorsement of its accuracy in valuing LookSmart options or common stock.

Stock options noted above are exercisable with respect to 25% of the shares on the first anniversary of the date of grant and become exercisable with respect to 1/48th of the shares on each month thereafter with full vesting occurring on the fourth anniversary of the grant. Vesting may be partially accelerated upon certain events relating to a change in control of the Company. Stock options granted under the Amended and Restated 1998 Stock Plan generally: (i) expire after a term of ten years, (ii) terminate, with limited exercise provisions for a period of time, in the event of death, retirement or other termination of employment, and (iii) permit the optionee to pay the exercise price by delivery of cash or shares of the Company's common stock.

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Aggregated Option Exercises and Fiscal Year-End Values

The following table provides information concerning option exercises in 1999 and unexercised options held as of December 31, 1999 by the named executive officers. The amounts shown in the column entitled "Value Realized" are based on the market price of the purchased shares on the exercise date minus the exercise price of the option, multiplied by the number of shares subject to the option. The amounts shown in the columns entitled "Value of Unexercised In-the-Money Options at Fiscal Year End" are based on the closing sales price of the Company's common stock on the Nasdaq National Market on December 31, 1999 ($27.00) minus the exercise price of the option, multiplied by the number of shares subject to the option.

                                                Number of Securities
                          Number               Underlying Unexercised     Value of Unexercised
                         of Shares             Options at Fiscal Year     In-the-Money Options
                         Acquired                        End               at Fiscal Year-End
                            on       Value    ------------------------- -------------------------
Name                     Exercise   Realized  Exercisable Unexercisable Exercisable Unexercisable
----                     --------- ---------- ----------- ------------- ----------- -------------
Patricia Cole...........       --         --        --       900,000           --    $23,175,000
Brian Cowley............ 1,248,750 $9,618,102    45,000      326,250    $1,214,573     8,805,651
Val Landi...............       --         --    200,000      400,000     5,376,660    10,753,320
David Neylon............   262,500  3,106,241       --           --            --            --

Employment, Severance and Change of Control Agreements

Employment Agreements. The Company has no written employment agreements governing the length of service of its executive officers, or any severance or change of control agreements, with its executive officers. Each of its executive officers serves on an at-will basis.

Stock Options. Pursuant to individual stock option agreements with the Company, the stock options held by executive officers are subject to accelerated vesting in the event of termination without cause following a change in control of the Company. In such event, the vesting of stock options will be accelerated in amounts between 25% and 100% of the shares subject to the stock option. A "change of control" is generally defined in the agreements as a merger or acquisition of the Company in which the stockholders of the Company prior to the transaction do not retain 50% of the voting securities of the surviving corporation or a sale of all or substantially all of the assets of the Company. Generally, under the stock option agreements, 25% of each option becomes exercisable on the first anniversary of the date of grant and 1/48th of the shares become exercisable each month thereafter, so that all options are vested after four years.

Indemnity Agreements. The Company has entered into indemnity agreements with its directors and officers providing for indemnification of each director and officer against expenses incurred in connection with any action or investigation involving the director or officer by reason of his or her position with the Company (or with another entity at the Company's request). The directors and officers will also be indemnified for costs, including judgments, fines and penalties, indemnifiable under Delaware law or under the terms of any current or future liability insurance policy maintained by the Company that covers directors and officers. A director or officer involved in a derivative suit will be indemnified for expenses and amounts paid in settlement. Indemnification is dependent in each instance on the director or officer meeting the standards of conduct set forth in the indemnity agreements.

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