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8-K - FORM 8-K - BLACKBOARD INC | w81458e8vk.htm |
EX-99.1 - EX-99.1 - BLACKBOARD INC | w81458exv99w1.htm |
Exhibit 99.2
Summary of Approved 2010 and 2011 Compensation
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, 2011, as set forth below:
Name and Position | Annual Base Salary | |||
Michael L. Chasen |
$ | 625,000 | ||
Chief executive officer, president |
||||
John E. Kinzer |
$ | 375,000 | ||
Chief financial officer |
||||
Matthew H. Small |
$ | 410,000 | ||
Chief business officer |
||||
Raymond P. Henderson, III |
$ | 410,000 | ||
President, Blackboard Learn |
||||
Jonathan R. Walsh |
$ | 239,500 | ||
Vice president, finance and accounting |
On-Target Bonus
The Committee approved the on-target bonus levels of the named executive officers for fiscal
2011 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 | |
John E. Kinzer |
65% of Base Salary | |
Matthew H. Small |
65% of Base Salary | |
Raymond P. Henderson, III |
65% of Base Salary | |
Jonathan R. Walsh |
40% of Base Salary |
Approval Of Performance Measures For 2011 Bonuses
The Committee approved the performance measures on which the bonuses for fiscal year 2011 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 2011
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 | % | ||||
John E. Kinzer |
75 | % | 25 | % | ||||
Matthew H. Small |
75 | % | 25 | % | ||||
Raymond P. Henderson, III |
25 | % | 75 | % | ||||
Jonathan R. Walsh |
0 | % | 100 | % |
The company goals performance measure is based on 2011 total GAAP revenues (25%), and 2011
non-GAAP earnings (75%), which includes deferred revenue of acquired entities not recognized as
part of purchase accounting and excludes certain transition, integration and transaction-related
expense items resulting from acquisitions, non-cash translation gains or losses, amortization or
impairment of intangible assets, stock-based compensation expense, and non-cash interest expense;
all net of taxes. 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.
2010 Bonus
The Committee authorized the payment of the following bonus amounts in respect of the year
ended December 31, 2010:
2010 Bonus Amount | ||||
Michael L. Chasen |
$ | 679,500 | ||
John E. Kinzer |
$ | 251,123 | ||
Matthew H. Small |
$ | 288,053 | ||
Judy Verses |
$ | 250,301 | ||
Raymond P. Henderson, III |
$ | 231,713 | ||
Jonathan R. Walsh |
$ | 90,000 |