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8-K - 8-K - BLACKBOARD INC | w77238ke8vk.htm |
EX-99.1 - EX-99.1 - BLACKBOARD INC | w77238kexv99w1.htm |
Exhibit 99.2
Summary of Approved 2009 and 2010 Compensation
On February 2, 2010, the Compensation Committee (the Committee) of the Board of
Directors of Blackboard Inc. (the Company) took the following actions:
Base Salary of Named Executive Officers
The Committee approved the annual base salary of the Companys named executive officers,
effective as of February 1, 2010, as set forth below:
Name and Position | Annual Base Salary | |||
Michael L. Chasen |
$ | 575,000 | ||
Chief executive officer, president |
||||
Michael J. Beach |
$ | 390,000 | ||
Chief financial officer |
||||
Matthew H. Small |
$ | 390,000 | ||
Chief business officer |
||||
Judy Verses |
$ | 350,000 | ||
Chief client officer, president sales & marketing |
||||
Jonathan R. Walsh |
$ | 225,000 | ||
Vice president, finance and accounting |
On-Target Bonus
The Committee approved the on-target bonus levels of the named executive officers for
fiscal 2010 set forth in the table below, the payment of which will be based on company goals and
individual goals in the proportions described below. The approved on-target bonus amounts are as
follows:
On-Target Bonus | ||||
Michael L. Chasen |
100% of Base Salary | |||
Michael J. Beach |
65% of Base Salary | |||
Matthew H. Small |
65% of Base Salary | |||
Judy Verses |
75% of Base Salary | |||
Jonathan R. Walsh |
40% of Base Salary |
Approval Of Performance Measures For 2010 Bonuses
The Committee approved the performance measures on which the bonuses for fiscal year 2010
of the Companys named executive officers would be based, relating to the target bonus amounts
described above. The actual bonus amount earned by each named executive officer for fiscal 2010
will be calculated based on the company goals described below and, in the case of certain of the
named executive officers, on individual goals in the proportions set forth below. If company goals
are exceeded, to the extent that a named executive officers bonus is based on company goals, such
named executive officers bonus amount will be appropriately increased in accordance with the
guidelines established by the Committee. For overperformance relative to a company goal, the bonus
amount attributable to such company goal is capped at 200% of the on-target bonus amount attributed
to such company goal. If the company goals are not met,
the portion of each named executive officers bonus based on company goals will be decreased in
accordance with the guidelines established by the Committee.
% based on | ||||||||
% based on Company Goals | Individual Goals | |||||||
Michael L. Chasen |
100 | % | 0 | % | ||||
Michael J. Beach |
75 | % | 25 | % | ||||
Matthew H. Small |
75 | % | 25 | % | ||||
Judy Verses |
50 | % | 50 | % | ||||
Jonathan R. Walsh |
0 | % | 100 | % |
The company goals performance measure is based on 2010 total revenues (25%), and 2010
non-GAAP earnings excluding amortization of acquired intangibles, stock based compensation expense,
and certain defined non-cash items, net of taxes (75%). In the event of the occurrence of
non-ordinary course events which impact the foregoing company performance measures (such as
litigation or claim judgments or settlements, gains or losses on acquisitions or divestitures,
changes in tax or accounting principles, regulations or laws, mergers or acquisitions, integration
costs disclosed as merger-related, asset impairment or other writedowns, investments in joint
ventures or other equity and the related accounting impact, foreign exchange gains and losses, or
other extraordinary, unusual and/or nonrecurring items of gain or loss as reasonably determined by
the Committee), such measures may be adjusted as determined appropriate in the circumstances by the
Committee or the Board of Directors. The individual goals performance measures are based on
criteria which will be established by the Committee at a later date. The Committee and the Board of
Directors each retain the authority to approve discretionary supplemental bonuses as warranted by
the achievement of the Company milestones or by individual or team contributions.
2009 Bonus
The Committee authorized the payment of the following bonus amounts in respect of the
year ended December 31, 2009:
2009 Bonus Amount | ||||
Michael L. Chasen |
$ | 1,117,932 | ||
Michael J. Beach |
$ | 229,525 | ||
Matthew H. Small |
$ | 229,525 | ||
Judy Verses |
$ | 156,830 | ||
Jonathan R. Walsh |
$ | 78,000 |