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TMCNet:  Flir tweaks board, lays out terms for chairman's tenure [The Oregonian, Portland, Ore. :: ]

[March 14, 2014]

Flir tweaks board, lays out terms for chairman's tenure [The Oregonian, Portland, Ore. :: ]

(Oregonian (Portland, OR) Via Acquire Media NewsEdge) March 14--Flir Systems Inc., the Wilsonville company that provides infrared imaging equipment and services, spent more than usual on executive compensation in 2013. The spike resulted mostly from a transition that saw longtime chief executive Earl Lewis surrender that title in May to Andrew Teich, while Lewis remained as chairman and adviser to the company.


In its proxy filed Friday, Flir said it: --gave Lewis a "final CEO-level equity grant" valued at $2.7 million.

--boosted Teich's long-term incentive compensation from $900,000 to $2.2 million.

--gave two executives restricted stock packages valued at $1.7 million each in order to retain them.

--is paying Lewis $900,000 for the first 12 months of his consulting term, and $450,000 for the second 12. He also receives $100,000 for serving as chairman.

The combination of these payments caused the company to issue more than the typical number of shares from the company's stock incentive plan -- something in the range of 1.7 million shares, derived from percentages listed in the proxy.

The total value of Lewis' compensation, including salary, stock and incentives, was $4.17 million in 2013, the company reported. Teich's total package was valued at $3.16 million.

When Lewis surrendered the CEO title last spring, it marked the first time in a decade that Flir has split the offices of chairman and CEO, said spokesman Shane Harrison.

Also this month, Flir expanded its board from eight to 10 members, adding Cathy Stauffer, a consultant, and Cathy Halligan, a former sales and marketing executive with WalMart and PowerReviews Inc. The proxy asks shareholders to approve them and three other directors at the annual meeting, scheduled for April 25. The other five directors have terms that expire in 2015 and 2016.

Harrison said the two new board members add more marketing and consumer electronics experience to the company, which has begun to roll out such mass-market products as an infrared imaging camera for mobile phones. The company told investors recently it would boost its public profile by investing in "advertising, sponsorships, talent (and) e-presence." Also on Friday, Zacks Investment Research lowered its recommendation on Flir, rating it a "strong sell." The research house cited a string of earnings disappointments and noted that six analysts who follow the company have downgraded their estimates for its fiscal year earnings.

Flir shares closed Friday at $34.13, down 15 cents. That remains near the top of their 52-week range.

- Mike Francis ___ (c)2014 The Oregonian (Portland, Ore.) Visit The Oregonian (Portland, Ore.) at www.oregonian.com Distributed by MCT Information Services

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