Harbinger Group Inc.
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PRER14A
HRG GROUP, INC. filed this Form PRER14A on 11/14/1995
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          For information concerning certain related transactions and
relationships of Peter M. Holt and Kristian Siem with the Company, and certain
proposed transactions between the Company and Malcolm Glazer, see "Compensation
Committee Interlocks and Insider Participation" in this Proxy Statement.


                     REPORT OF THE COMPENSATION COMMITTEE

          The Compensation Committee (the "Committee") is responsible for the
approval and administration of compensation programs for the Company's executive
officers.  The Committee endeavors to ensure that the compensation programs for
its executive officers are effective in attracting and retaining key executives
responsible for the success of the Company and are administered in an
appropriate fashion in the long-term best interest of the Company and its
stockholders.  The Committee seeks to align total compensation for its executive
officers with the performance of the Company and the individual performance of
each executive officer in assisting the Company in accomplishing its goals.  The
Company's present compensation program consists of (1) an annual component,
which includes base salary and an annual incentive bonus, and (2) a long-term
component consisting of stock options.


Base Salary

          The Committee's policy with respect to 1994 base salaries for
executive officers was generally to keep them at the same levels as had been in
effect for 1993.  This decision was based on the Committee's subjective
determination, based on recommendations from the Chief Executive Officer, that
the base salary rates were at an appropriate level in light of compensation
surveys in which the Company participated and the expectation that executive
compensation policies would be reviewed on a comprehensive basis at a later
date.  The Committee did not consider a salary increase for Mr. Lassiter because
his salary is governed by a negotiated consulting agreement.  When Kristian Siem
became Chief Executive Officer in July 1994 following Mr. Lassiter's
resignation, his salary was fixed at an annual rate of $300,000 pursuant to a
negotiated consulting agreement.  In August 1994, Malcolm Glazer was elected
Chairman, President and Chief Executive Officer.  He received no compensation
for acting in these capacities other than Director and board committee fees.


Annual Incentive Bonus

          The 1994 bonus amounts for the executive officers were awarded by the
Committee based on the recommendations of the Chief Operating Officer, which in
turn were based on a subjective assessment of their performance in helping the
Company achieve the goals set forth in the Company's strategic plan, to the
extent applicable to each executive officer's area of responsibility.  The
Committee did not utilize any formulas based on stock prices or other
quantitative measures of corporate performance in determining the 1994 bonus
amounts.  Neither Malcolm Glazer, Kristian Siem nor R. C. Lassiter received a
bonus for 1994.



Stock Options

          The Company believes that to achieve its long-term growth objectives
and to align management and its stockholders' interests, it is in the Company's
best interest from time to time to grant stock options to key members of its
management staff.  The Company's 1990 Stock Option Plan is administered by the
Committee, which has the full power  and  authority to  designate  participants
and   determine   the   terms  and  provisions  of  the  option agreements.  The
price of each option granted is the fair market value of a share of the
Company's Common Stock on the date the option is granted.  No options were
granted under

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