EEI 2018 Notice of Meeting and Proxy Statement

sixteen years’ experience working for Ernst & Young LLP in numerous roles, including Audit Partner. Mr. El-Hillow holds a B.S. in Accounting from the University of Massachusetts and an MBA from Babson College. His experience as a chief financial officer in public companies and his audit experience provide valuable experience and perspective to the Board. Executive Compensation The Board, acting as a Compensation Committee of the whole, is responsible for overseeing all of the executive compensation and equity plans and programs to ensure that its officers and senior staff are compensated in a manner that is consistent with its competitively based annual and long term performance goals. The Board is responsible for establishing and approving our policies governing the compensation of our executive officers. The Company provides what it believes is a competitive total compensation package to our executive team through a combination of base salary, cash bonuses, equity plans (for Company Officers other than its Executive Vice Presidents), and other broad-based benefit programs. Our compensation philosophy, policies, and practices with respect to all of the Company’s officers, including the CEO and our three most highly compensated officers serving as of July 31, 2017 are described below. Objectives and Philosophy of Our Executive Compensation Program Our primary objectives with respect to executive compensation are to: • attract, retain, and motivate talented executives by offering executive compensation that is competitive with our peer group; • promote the achievement of key financial and strategic performance measures by linking short- and long-term cash and equity incentives to the achievement of measurable corporate and, in some cases, individual performance goals; and • align the incentives of our executives with the creation of value for our shareholders. We compete with many other companies for executive personnel. Accordingly, our Board will generally target overall compensation for executives to be competitive with that of the Company’s peer group. Variations to this targeted compensation may occur depending on the experience level of the individual and market factors, such as the demand for executives with similar skills and experience. Our executive compensation program ties a substantial portion of each executive’s overall compensation to key strategic, financial, and operational goals such as our financial and operational performance, the growth of our customer base, new development initiatives, and the establishment and maintenance of key strategic relationships. Components of Our Executive Compensation Program The primary elements of our executive compensation program are: • base salary; • cash incentive bonuses; • equity incentive awards; • severance benefits upon termination without cause; and • insurance and other employee benefits and compensation. We do not have a formal or informal policy or target for allocating compensation between short-term and long-term compensation or between cash and non-cash compensation. Salaries and bonuses of executive officers are reviewed and approved annually. Although the Company has not had a formal criteria and targets based policy, the Board takes into consideration the following factors: • financial and operational performance of the Company as a whole, as evaluated against annual operating goals; • individual performance of the executive, as evaluated against individual goals and objectives; -11-