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The following is an excerpt from a DEF 14A SEC Filing, filed by CHATTEM INC on 2/28/2007.
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CHATTEM INC - DEF 14A - 20070228 - COMPENSATION_COMMITTEE

Compensation Committee Report on Executive Compensation

 

Principles of Executive Compensation

 

The Company’s executive compensation program is designed to help the Company attract, motivate and retain the executive talent that the Company needs in order to maximize its return to shareholders. Toward that end, the Company’s executive compensation program attempts to provide strongly competitive compensation levels and incentive pay that varies based on corporate and individual performance.

 

The Company attempts to provide its executives with a total compensation package that, at expected levels of performance, is competitive with average market rates for executives who hold comparable positions or have similar qualifications in companies the Company’s size. Total compensation is defined to include base salary,

 

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annual incentives and long-term incentives. The Company determines competitive levels of compensation for executive positions based on information drawn from compensation surveys and compensation consultants. The Company does not necessarily consider pay levels for the peer companies included in the shareholder return graph, since these companies, in some cases, vary in size significantly from the Company.

 

The Company targets its base salary program at slightly below competitive market norms while placing more emphasis on long-term incentive compensation than is common in the market for comparable sized companies. Thus, the Company’s executive salaries tend to be slightly below the market average while its long-term incentive award opportunities are at or above average rates.

 

The Company’s incentive plans are designed to ensure that incentive compensation varies based upon the financial performance of the Company. However, some of the Company’s incentive payouts are based on annual performance while other incentive values are based on long-term (i.e., multi-year) performance. Also, the Company considers individual performance in its incentive plan. As a result, the total compensation levels for an executive in any given year may not reflect the Company’s overall bottom-line financial performance in that year.

 

Base Salary Program

 

The Company’s base salary program is based on a philosophy of providing salaries that are competitive with, but slightly below, market rates for companies of similar size. The Company believes that offering competitive rates of base pay plays an important role in its ability to attract and retain executive talent. Base salary levels are also based on each individual employee’s performance over time. Consequently, employees with higher levels of sustained performance over time will be paid correspondingly higher salaries. Salaries for executives are reviewed and revised annually based on a variety of factors, including individual performance (assessed in a qualitative fashion), general levels of market salary increases and the Company’s overall financial results. All salary increases are granted within a pay-for-performance framework.

 

Annual Incentive Plan

 

The Company’s annual incentive plan is intended to assist the Company in rewarding and motivating key employees, focuses strongly on Company and individual performance, and provides a fully competitive compensation package to plan participants. As a pay-for-performance plan, incentive awards are paid annually based on the achievement of performance objectives for the year. Under the plan, each plan participant is provided a range of potential annual incentive awards based on competitive award levels in the marketplace. The incentive award ranges are consistent with those provided by other companies similar in size to the Company. Actual awards paid under the plan are based on the Company’s corporate performance. Individual performance is also considered in determining actual award levels for each year, but is assessed in a non-formula fashion. The corporate annual incentive plan objective usually is earnings per share performance against plan. The specific objectives and standards under the plan are reviewed annually by the Company in order to ensure consistency with the Company’s business strategy and prevailing market conditions.

 

An annual incentive funding pool is created to pay awards achieved under the annual incentive plan. At targeted performance, the plan provides sufficient funding to pay competitive annual incentives to all plan eligible positions. However, the actual size of the annual incentive funding pool will vary based on corporate earnings per share performance. Aggregate payments under the annual incentive plan are generally limited by the size of the funding pool. Actual awards made to participants under the annual incentive plan are based on a combination of corporate and individual performance. Individual performance is assessed relative to various qualitative objectives and criteria, such as overall contribution to the Company’s success and successful implementation of business strategy.

 

 

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Long-Term Incentives

 

The Company believes that its key employees should have an ongoing interest in the long-term success of the business. To accomplish this objective, the Company has historically provided long-term incentives to executives in the form of non-qualified stock options and grants of restricted stock.

 

The Company’s existing stock option plans are intended to reward participants for generating appreciation in the Company’s stock price. Stock options granted to the executive officers named in the Summary Compensation Table and certain other executives were awarded at 100% of the fair market value of the stock on the last business day prior to the date of grant. All stock options have a term of not more than ten years. Generally, stock option grants vest at a rate of 25% per year beginning one year after the date of grant. The exercise price is payable in cash, shares of the Company stock or some combination thereof. No option holder has any rights as a shareholder for any shares subject to an option until the exercise price has been paid and the shares are issued to the employee.

 

Restricted stock granted by the Compensation Committee is subject to restrictions as to transferability and conditions of forfeiture as determined by the Committee. Each grant of restricted stock is made pursuant to an agreement which specifies the restrictions thereon and the terms and conditions governing the termination of such restrictions. Shares of restricted stock granted to named executive officers as reflected in the Summary Compensation Table vest in equal one-fourth increments beginning on the first anniversary of the date of grant.

 

The Company’s overall stock option and restricted stock grant levels are established by considering market data for the Company’s stock and the number of shares reserved under the plan for grants. Individual stock option and restricted stock grants are based on the job level of each participant in the Company and individual performance. The Committee also considers the size of past stock option and restricted stock grants in determining the size of new grants.

 

The Compensation Committee believes that while options provide a strong alliance of the interests of management and shareholders generally, options have a limited effect in retaining qualified management personnel in periods in which market prices for publicly-traded stocks are generally volatile or decreasing. Consistent with this philosophy, the Company’s 2003 Plan and the Company’s 2005 Plan are omnibus plans, which provide the Compensation Committee the discretion and flexibility to customize equity-based grants in light of changing circumstances or unique situations.

 

The Company’s compensation plans will continue to be periodically reviewed to ensure an appropriate mix of base salary, annual incentive and long-term incentive within the philosophy of providing strongly competitive total direct compensation opportunities.

 

2006 Chief Executive Officer Compensation

 

In accordance with rules of the NASD, the compensation of the chief executive officer is determined by the Compensation Committee. In fiscal year 2006, the chief executive officer was not present during voting or deliberations with respect to his compensation. As described above, the Company compensates all executives, including the chief executive officer, based upon both a pay-for-performance philosophy and consideration of market rates of compensation for each executive position. Specific actions taken by the Compensation Committee regarding the chief executive officer’s compensation are summarized below.

 

Base Salary

 

Consistent with the philosophy outlined above, the base annual salary for the Company’s chief executive officer was increased to $550,000 from $530,000, effective June 1, 2006.

 

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Annual Incentive and Bonus Payments

 

Because the earnings per share corporate performance objective set under the Company’s fiscal 2006 annual incentive plan was not achieved, the Company’s key employees, including the chief executive officer, were not eligible for and thus did not receive awards thereunder.

 

Upon the approval and recommendation of the Compensation Committee, the Company’s Board of Directors approved a special, one-time cash bonus to the Company’s named executive officers for their efforts in fiscal 2006 relating to, among other things, the Company’s acquisition of five consumer and over-the-counter brands from Johnson & Johnson. The Company’s chief executive officer earned a $150,000 bonus payment in fiscal 2006 pursuant to this special arrangement.

 

Long-Term Incentives

 

In fiscal year 2006, the Company’s chief executive officer received an award of options to acquire 50,000 shares of stock at an exercise price of $38.07. In fiscal year 2006, the Company’s chief executive officer did not receive a grant of shares of restricted stock.

 

The foregoing report is submitted by the Compensation Committee, consisting of Samuel E. Allen and Philip H. Sanford.

 

Summary of Cash and Certain Other Compensation

 

The following table sets forth information for the past three fiscal years concerning the compensation of the Company’s “named executive officers” (as such term is defined under Item 402(a)(3) of Regulation S-K) during the fiscal year ended November 30, 2006:

 

Summary Compensation Table

 

        Annual Compensation

    Long-Term Compensation

   

Name and

Principal Position


 

Fiscal

Year


  Salary

  Bonus (1)

 

Other Annual

Compensation


   

Restricted

Stock

Awards (4)


  Securities
Underlying
Options
Awarded


  All Other
Compensation (5)


Zan Guerry

Chairman of the Board and Chief Executive Officer

  2006
2005
2004
  $
 
 
539,785
500,000
451,154
  $
 
 
150,000
499,375
652,500
  $
 
 
41,285
285,070
467,172
(2)
(3)
(3)
  $
 
 
—  
424,440
699,300
  50,000
65,000
60,000
  $
 
 
55,596
55,315
52,702

Robert E. Bosworth

President and Chief Operating Officer

  2006
2005
2004
  $
 
 
381,923
64,904
—  
  $
 
 
100,000
61,035
—  
  $
 
 
—  
—  
—  
 
 
 
  $
 
 
—  
—  
—  
  30,000
—  
—  
  $
 
 
29,870
855
—  

B. Derrill Pitts

Vice President—Operations

  2006
2005
2004
  $
 
 
189,553
182,506
175,222
  $
 
 
40,000
83,873
103,228
  $
 
 
—  
55,766
—  
 
(3)
 
  $
 
 
—  
106,110
—  
  25,000
25,000
30,000
  $
 
 
24,886
22,504
18,610

Richard W. Kornhauser

Vice President—Marketing

  2006
2005
2004
  $
 
 
196,729
177,529
170,530
  $
 
 
50,000
81,585
100,509
  $
 
 
—  
55,766
—  
 
(3)
 
  $
 
 
—  
106,110
—  
  25,000
25,000
30,000
  $
 
 
13,157
11,976
8,658

Ron Galante

Vice President—New Business Development

  2006
2005
2004
  $
 
 
158,391
152,530
146,816
  $
 
 
75,000
70,096
86,689
  $
 
 
—  
55,766
—  
 
(3)
 
  $
 
 
—  
106,110
—  
  15,000
15,000
10,000
  $
 
 
20,467
17,209
12,147

(1) Represents (i) a special, one-time cash bonus earned for efforts in fiscal 2006 relating to, among other things, the Company’s acquisition of five consumer and over-the-counter brands from Johnson & Johnson and (ii) amounts earned under the Company’s annual incentive plan for fiscal years 2005 and 2004.

 

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(2) Represents (i) a plane usage allocation of $24,785 and (ii) a car allowance of $16,500.
(3) Represents amount reimbursed to the named executive for the payment of federal income taxes resulting from the executive’s receipt of restricted stock.
(4) At November 30, 2006, a total of 439,000 shares of restricted stock had been granted with an aggregate value of $14,206,040. Shares of restricted stock vest in equal one-fourth increments beginning on the first anniversary of the grant. If dividends on common stock are declared by the Board of Directors, dividends also would be paid on the restricted stock, unless and until such stock is forfeited to the Company.
(5) Represents (i) compensation of $16,000 for fiscal year 2006 paid to each of Messrs. Guerry and Bosworth, respectively, for service on the Board of Directors; and (ii) premiums paid by the Company under life insurance policies with respect to which the named executive is entitled to a death benefit as follows for fiscal year 2006: Mr. Guerry—$8,259; Mr. Bosworth—$3,972; Mr. Pitts—$10,617; Mr. Kornhauser—$4,231; and Mr. Galante—$7,075; (iii) the Company’s contributions with respect to the Company’s Savings and Investment Plan for the named executive as follows for fiscal year 2006: Mr. Guerry—$9,900; Mr. Bosworth—$9,898; Mr. Pitts—$8,824; Mr. Kornhauser—$8,926; and Mr. Galante—$8,541; and (iv) with respect to Messrs. Guerry, Pitts and Galante payments of $21,437, $5,445 and $4,851, respectively, that were paid or deferred in fiscal year 2006 under an agreement with certain long-term employees of the Company.

 

Stock Option Grants in Last Fiscal Year

 

The following table contains information concerning the grant of stock options to the named executive officers during the fiscal year ended November 30, 2006:

 

Option Grants in Last Fiscal Year

 

Name


   Number of
Shares
Underlying
Options
Granted


   Individual Grants
Percentage of Total
Options Granted to
Employees in Fiscal Year


   

Exercise
or Base
Price

($/sh)


   Expiration
Date


  

Potential Realizable

Value at

Assumed Annual

Rates of Stock

Price Appreciation

for Option Term


              5%($)

   10%($)

Zan Guerry

   50,000    11.14 %   38.07    01-30-13    $ 774,916    $ 1,805,883

Robert E. Bosworth

   30,000    6.68 %   38.07    01-30-13      464,949      1,083,530

B. Derrill Pitts

   25,000    5.57 %   38.07    01-30-13      387,458      902,941

Richard W. Kornhauser

   25,000    5.57 %   38.07    01-30-13      387,458      902,941

Ron Galante

   15,000    3.34 %   38.07    01-30-13      232,475      541,765

 

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Option Exercises and Holdings

 

The option exercises by the Company’s chief executive officer and the other named executive officers during the fiscal year ended November 30, 2006, as well as the number and total value of unexercised in-the-money options at November 30, 2006, are shown in the following table:

 

Aggregated Option Exercises in Last Fiscal Year

and Option Values at November 30, 2006

 

Name    


  

Number of

Shares

Acquired

On Exercise


  

Value

Realized


  

Number of

Securities Underlying

Unexercised

Options at

Nov. 30, 2006

Exercisable/Unexercisable


  

Value of

Unexercised

In-the-Money

Options at

Nov. 30, 2006

Exercisable/
Unexercisable


Zan Guerry

   —      $ —      238,750/111,250    $ 6,421,513/2,203,988

Robert E. Bosworth

   —        —      63,000/33,000      981,587/362,925

B. Derrill Pitts

   —        —      71,000/50,000      1,527,100/909,900

Richard W. Kornhauser

   —        —      85,500/50,000      2,115,415/909,900

Ron Galante

   —        —      64,000/22,500      1,861,123/345,375

 

Equity Compensation Plan Information

 

The following table provides information about the Company’s existing equity compensation plans as of November 30, 2006:

 

Plan Category    


  

(A)

Number of Securities

to Be Issued Upon

Exercise Of

Outstanding Options,

Warrants and Rights


  

(B)

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and Rights


  

(C)

Number of Securities

Remaining Available

for Future Issuance

Under Equity

Compensation Plans
(Excluding Securities

Reflected in Column (A))


Equity Compensation Plans Approved by Shareholders(*)

   1,692,037    $ 27.63    879,509

Equity Compensation Plans Not Approved by Shareholders

   —        —      —  
    
         

Total

   1,692,037           879,509

(*) These plans consist of (i) the 2003 Plan, (ii) the 2005 Plan, and (iii) the 1999 Director Plan.

 

Pension Plan

 

In October 2000, the Company’s Board of Directors adopted an amendment to freeze the Chattem, Inc. Pension Plan effective December 31, 2000. No new participants will be allowed to enter the Pension Plan, and current participants will not be allowed to accrue further benefits after that date.

 

The frozen monthly accrued benefit payable at age 65 for each of the named executive officers is as follows:

 

Zan Guerry

   $ 3,429/mo.

Robert E. Bosworth

   $ 0/mo.

B. Derrill Pitts

   $ 4,745/mo.

Richard W. Kornhauser

   $ 0/mo.

Ron Galante

   $ 4,216/mo.

 

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Upon retirement, benefits are calculated on the basis of a normal retirement pension to be paid during the lifetime of the participant. Benefits will be paid in the form of a Qualified Joint and Survivor Annuity or Qualified Preretirement Survivor Annuity, unless one of the following options is appropriately elected:

 

  (i) A reduced annuity benefit to be paid monthly over 5, 10 or 15 years and thereafter for the participant’s life;

 

  (ii) A reduced annuity benefit to be paid during the participant’s life with one-half of the reduced benefit to be continued to the spouse for the spouse’s life;

 

  (iii) A reduced annuity benefit to be paid during the participant’s life with either three-fourths of or the full-reduced benefit to be continued to the spouse for the spouse’s life;

 

  (iv) A single lump sum payment; or

 

  (v) A single life annuity.

 

Agreements With Executive Officers

 

The Company has entered into an employment agreement with Mr. Guerry. The employment agreement has a rolling three-year term which renews automatically each year for a new three-year term absent the election of either party to terminate the employment agreement at the end of the current three-year term. The employment agreement provides for a base salary as adjusted from time to time by the Compensation Committee of the Board of Directors and the executive’s participation in the annual bonus plan and stock option plans of the Company as determined from time to time by the Compensation Committee of the Board of Directors. The employment agreement is intended to secure the long-term commitment of Mr. Guerry to remain in the Company’s employ and impose restrictions on competitive employment should he leave the Company’s employment for any reason. The employment agreement prohibits Mr. Guerry from competing with the Company with respect to existing Company brands or using confidential information for a period of 18 months after termination of employment in exchange for a monthly noncompetition payment equal to 75% of his then established base salary. Upon the early termination of the employment agreement by the Company without cause, Mr. Guerry would also be entitled to a liquidated damages payment in a lump sum equal to 25% of his base salary that would have been payable over the remainder of the term subject to an obligation to repay a pro rated portion of the amount if he is able to secure comparable employment during the remaining period of the term.

 

The Company also has entered into separate severance agreements with Mr. Guerry and the other executive officers of the Company, including Messrs. Bosworth, Pitts, Kornhauser and Galante. These severance agreements are operative only upon the occurrence of a change in control of the Company and are intended to secure continuity of management during, an unbiased review of, any offer to acquire control of the Company and, in the case of Messrs. Bosworth, Pitts, Kornhauser and Galante, impose various restrictions on competitive employment should they leave the Company’s employment. Absent a change in control of the Company, the severance agreements do not require the Company to retain any executive or to pay him any specified level of compensation.

 

The severance agreements become operative if the employment with the Company of one of these officers is terminated or constructively discharged within two years of the occurrence of a change in control of the Company, or if the officer elects to terminate his employment during a period of 60 days following the initial six-month period after the occurrence of a change of control of the Company. If the severance agreement becomes operative, the officer will be entitled to receive (i) a termination payment equal to 299 percent of his average annualized includable compensation from the Company, in the case of Mr. Guerry, and 200 percent of his average annualized includable compensation from the Company, in the case of Messrs. Bosworth, Pitts, Kornhauser and Galante, during the five most recently completed fiscal years and (ii) the continuation of certain Company-provided benefits for a period of two years thereafter. Includable compensation for purposes of calculating the severance benefit generally includes all compensation paid to the officer by the Company and will be calculated in accordance with the applicable provisions of the Internal Revenue Code.

 

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A change of control of the Company will be deemed to occur if (i) there is a change of one-third or more of the directors of the Company within any 12-month period; (ii) there is a change of one-half or more of the directors of the Company within any 24-month period; or (iii) any person acquires ownership of or the right to vote 35% or more of the Company’s outstanding voting shares.

 

Comparative Performance by the Company

 

The following is a chart comparing the cumulative total return to shareholders of the Company, assuming reinvestment of dividends, for the five-year period ending at the end of fiscal year 2006 with the return from (i) the S&P 500 Index and (ii) a peer group of public companies engaged in either the functional toiletries, cosmetics or non-prescription drug business, for the same period. The peer group consists of the following selected comparable companies: Playtex Products Inc., Church & Dwight, Inc., Prestige Brands Holdings, Inc., Helen of Troy Ltd. and Elizabeth Arden, Inc.

 

LOGO

 

     2001

   2002

   2003

   2004

   2005

   2006

Chattem, Inc.

   $ 100    $ 281.52    $ 216.51    $ 489.49    $ 429.35    $ 573.23

S&P 500

   $ 100    $ 82.17    $ 92.87    $ 103.02    $ 109.66    $ 125.26

Peer Group

   $ 100    $ 108.62    $ 138.63    $ 161.26    $ 166.57    $ 188.54

 

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Under federal securities laws, the Company’s directors, executive officers and holders of 10% or more of the Company’s Common Stock are required to report, within specified monthly and annual due dates, their initial ownership in the Company’s Common Stock and all subsequent acquisitions, dispositions or other transfers of beneficial interests therein, if and to the extent reportable events occur which require reporting by such due dates. Based solely on representations and information provided to the Company by the persons required to make such filings, the Company believes that all filing requirements were complied with during the last fiscal year.

 

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SHAREHOLDER COMMUNICATIONS

 

General

 

Shareholders of the Company may send communications to the Company’s Board of Directors by writing to the Board of Directors in care of the Company’s Secretary at the Company’s principal executive office address.

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