Although it(specifically, 502030 Interactive Media & Services), as well as companies from other GICS industry classifications such as Movies & Entertainment, Interactive Home Entertainment, Broadline Retail, Hotels, Resorts & Cruise Lines, Specialized Consumer Services, Apparel Retail and Application Software, that are within a range of similar revenues, market capitalizations, profitability, etc. (i.e., of a similar size). The Committee considered how this peer group is difficult to find a company exactlydifferent than the peer group built by Institutional Shareholder Services (ISS), which focuses on peers that are comparable in terms of size and industry (meaning companies in the peer group built by ISS are typically all from the same GICS industry classification), and confirmed that any discrepancies to the ISS peer group were warranted. Specifically, the Committee felt the peer group built by Compensia, which covers various industries, aligns better with the Company’s varied business model of advertising/media, voucher sales, hotel platform, entertainment and membership, which results in the Company being able to be classified in a mix of industries instead of falling within just one. The Committee therefore gave considerable weight to the consultant comparedmarket data from the peer group in determining compensation received by the Company's namedlevels for its executive officers withfor 2023 and 2024, ensuring that each component, as well as the levels of compensation received by similarly situated executives. Foroverall package, fell in or around the Global Chief Executive Officer, Compensia conducted a review based on peer SEC filings from a 20-company peer group. Formedian, given the Chief Financial Officer and General Counsel and Head of Global Functions, Compensia reviewed amongst similarly sized companies (e.g., less than 1B in market cap) using peer group aligned survey data.Company’s smaller size relative to its peers.
Role of Management. During 2022,2023, the Committee engaged in its annual review of executive compensation with the goal of ensuring the appropriate combination of fixed and variable compensation linked to individual and corporate performance. In the course of its review, the Committee considered (a) the advice and input of the Company’s Human Resources, Global Chief Executive Officer, General Counsel and Head of Global Functions and founder;Founder; (b) data prepared by management, including historical compensation and promotions; and (c) data prepared by the independent compensation consultant, as outlined above. Management and the consultant assisted the Committee to properly evaluate employee performance, establish business performance targets, goals and objectives and recommend salary and bonus levels. NoWhile executive officer participated in discussions regardingofficers provided feedback relating to their own compensation for the Committee to consider, the Committee held sessions without the executives present to finalize the compensation.
Components of Executive Compensation
The Committee has structured an executive compensation program comprised mainly of base salary and equity, with a performance-based bonus provided to the Global Chief Executive Officer only.only, given the scope of his role. The mix of these components depends on the executive officer’s role, performance, tenure and experience.
Base Salary
The Committee considered threetwo types of potential base salary modifications for the named executive officers in 2022:2023: (1) “merit increases” based upon each named executive'sexecutive’s individual performance; and/or (2) “market adjustments” based upon the salary range for similarly situated executives; and/or (3) “geographic adjustments” based onexecutives as compared to the physical location of the executive.peer group prepared by Compensia.
In determining merit increases, the Committee considered the specific responsibilities of the executive and the executive'sexecutive’s overall performance and tenure with the Company. In addition, the Committee also considered an evaluation of each named executive officerCompany and feedback provided by the board of directors and other executives in the Company, with support from Human Resources in making the decision regarding merit increases.Resources.
The Committee determined any market adjustments based on the Committee'sCommittee’s comparison of the executive'sexecutive’s compensation with statistical information on average compensation for similarly situated executives in the peer group provided by Compensia. Each executive’s base salary was reviewed on its own, compared to the peer group, and in conjunction with the total compensation package (total cash and total compensation, including equity), compared to the peer group, in order to determine the appropriate mix. The Committee targeted below median for the entire compensation package (cash and equity together) for all of its executive officers compared to the peer group, given the Company’s smaller size relative to its peers. The Committee also considered the key market factors impacting the Company and its overall performance. The Committee also reviewed the executive’s base salary as part of the overall package of compensation, meaning they considered granting additional equity to compensate for a lower base salary so that overall compensation would be comparable to market.
As a global company, we have the ability to hire executives in various countries. As such, the base salary for such executives are reviewed to ensure alignment with the pay practices of the respective countries where they are physically located. As none of the executives moved locations in 2022, this factor was not as important as in previous years.
Note, Mr. Wayne Lee, who served as the Company’s Chief Financial Officer from September 2022 to March 2023, was a consultant and so was compensated at an hourly rate of $240, with minimum required hours per week of 24 hour and maximum of 40 hours, unless otherwise approved. Mr. Lee’s hourly rate was considered in the context of a reasonable base salary for a Chief Financial Officer to ensure the amount would be reasonable and align with the market.