Harbinger Group Inc.
    Print Page | Close Window

SEC Filings

PRER14A
HRG GROUP, INC. filed this Form PRER14A on 11/14/1995
Entire Document
 << Previous Page | Next Page >>
<PAGE>
 
Zapata's stock option plans (and making grants thereunder); recommending
directors' fees; setting bonus goals; and approving salary and bonus awards to
key executives.

          The Nominating Committee, currently composed of Messrs. W. George Loar
(Chairman), Malcolm Glazer and Peter Holt, held one (1) meeting during fiscal
1994.  The functions performed by the Nominating Committee include: proposing
candidates to fill vacancies on the Board of Directors, reviewing the structure
and composition of the Board, and considering qualifications requisite for
continuing Board service.  The Nominating Committee will consider candidates
recommended by a stockholder of the Company.  Any such recommendation should be
provided to the Corporate Secretary of the Company.

          The Executive Committee, currently composed of Messrs. Avram Glazer
(Chairman), Malcolm Glazer, R. C. Lassiter and W. George Loar, held five (5)
meetings in fiscal 1994.  The Executive Committee reviews and develops
strategies and policies of the Company and recommends changes thereto.

          During the fiscal year ended September 30, 1994 each director attended
at least 75% of the aggregate number of meetings of the Company's Board of
Directors and respective committees on which he served.

Compensation of Directors

          During the year ended September 30, 1994, those members of Zapata's
Board of Directors who were not employees of the Company were paid an annual
retainer of $20,000, plus $3,000 for serving as chairman of any committee, plus
$700 for each Board or committee meeting attended.  Effective October 1, 1994,
the per-meeting fee was changed to an annual fee of $1,000 for each committee of
the Board on which a Board member serves and the additional fee for serving as
chairman of a committee was eliminated.  Effective April 1, 1995, the Company
changed the payment schedule of directors' fees from an annual payment to a
quarterly payment.  Those directors who also are Zapata employees do not receive
any additional compensation for their services as directors.

          Pursuant to the Company's Amended and Restated Special Incentive Plan,
each non-employee director of the Company automatically receives, following
initial appointment or election to the Board of Directors, a grant of options to
purchase 20,000 shares of the Company's Common Stock at the fair market value on
the date of the grant.  Each such option is exercisable in three equal annual
installments after the date of the grant.

          On August 27, 1981, the Company and B. John Mackin, a former director
of the Company who resigned in February 1994, entered into a Consulting and
Retirement Agreement pursuant to which Mr. Mackin, who was then serving as
Chairman of the Board and Chief Executive Officer of the Company, agreed to
continue serving as Chairman of the Board and Chief Executive Officer of the
Company until his normal retirement date, and to serve as a consultant to the
Company following his retirement.  The agreement provides for annual retirement
income of $225,000 for the remainder of Mr. Mackin's life and thereafter
$112,500 annually to his wife should she survive him.  Mr. Mackin retired as an
employee of the Company on December 31, 1985, and receives amounts provided for
under the agreement.  The agreement was deemed appropriate by the Board of
Directors since, by serving the Company in the stated capacities, Mr. Mackin
forfeited retirement benefits comparable to those provided for under such
agreement and which otherwise would have accrued to him in respect of his
previous employment, and he was not eligible to participate in the Company's
pension plan.

          In November 1993, Peter M. Holt and the Company entered into a three-
year Consulting Agreement pursuant to which the Company will pay Mr. Holt an
annual consulting fee of $200,000 for the first year, $150,000 for the second
year and $130,000 for the third year.  Pursuant to the Consulting Agreement,
during the first eighteen months of its term, Mr. Holt served in the capacity of
Chairman and Chief Executive Officer of the divisions or subsidiaries of the
Company engaged in the natural gas compression business, and had the title of
Chairman and Chief Executive Officer.  The Consulting Agreement provides that

                                       5

 << Previous Page | Next Page >>