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Role of Executive Officers in Determining Compensation
The Company’s NCG&C Committee reviews and recommends compensation policies and programs to the
Board, as well as individual salary and benefit levels for its executives. At the discretion of the NCG&C
Committee, the President and Chief Executive Officer provides input to the NCG&C Committee as to the
compensation of other executive officers. The NCG&C Committee, with the independent input of its compensation
consultant, reviews, approves and makes a recommendation to the Board regarding the executive officer
compensation.
The President and Chief Executive Officer may not be present during meetings of the NCG&C Committee
at which his compensation is being discussed. The NCG&C Committee recommends to the independent members
of the Board the compensation of the President and Chief Executive Officer. The independent members of the
Board make decisions as to the President and Chief Executive Officer’s compensation. The Board makes the final
determination regarding the Company’s compensation programs and practices.
Competitive Market Assessments and Other Factors
The NCG&C Committee may retain the services of a compensation consultant to obtain industry
comparables, through the peer group analysis, or an industry compensation survey. This information assists the
NCG&C Committee in its consideration of a variety of factors when determining both compensation policies and
programs and individual compensation levels. These factors include the long-range interests of the Company and its
shareholders, overall technical, professional and experience needs of the Company, the competitive requirements to
attract and hold key employees, and the NCG&C Committee’s assessment of the position requirements for each
executive’s role in the Company. The NCG&C Committee does not weigh any of these factors more heavily than
others and does not use any formula to assess these factors, but rather considers each factor in its judgment and at its
discretion. Superior performance is recognized through the Company’s incentive bonus policy.
Compensation Components
Base Salary
The NCG&C Committee reviews and approves the base salaries for the NEOs and reviews them annually.
The President and CEO’s base salary is recommended by the NCG&C Committee and approved by the independent
members of the Board of Directors. The CEO is paid a salary that is lower than the comparative salary levels for a
person of his experience and capabilities because the Company expects that stock options should constitute a
significant part of the CEO’s total compensation. The Company’s current CFO and other executive officers of the
Company except the CEO have salaries that the Board believes are competitive within the industry. The salary of
the current CFO and other executive officers do take into account the grant of stock options in considering the
overall compensation paid to the executive in determining whether the salary remains competitive.
Base salaries for the NEOs for calendar year 2015 and 2014 are set forth below. The NCG&C Committee
and Board of Directors, upon due consideration of the exploration stage of the Company, use of cash focused on
development activities, and compensation survey data, froze executive salaries at the 2014 level for the 2015
calendar year, which was the second year of base salary freezes.
Named Executive Officer 2014 Base Salary 2015 Base Salary
Percentage Increase
Randall J. Scott
252,000
252,000
0.00%
Jaye T. Pickarts
238,800
238,800
0.00%
Paul H. Zink
230,000
230,000
0.00%
Option-Based Awards
Stock option grants are designed to reward the NEOs for the success of the Company on a similar basis as
the shareholders of the Company.