SEC Company Response from ADAMAS TRUST, INC. (ADAM, ADAMG, ADAMH, ADAMI, ADAML, ADAMM, ADAMN, ADAMZ) (CIK 0001273685) (ADAM) — Oct 14, 2010
ADAMAS TRUST, INC. (ADAM, ADAMG, ADAMH, ADAMI, ADAML, ADAMM, ADAMN, ADAMZ) (CIK 0001273685)
Date: Oct. 14, 2010 · CIK: 0001273685 · Accession: 0001437749-10-003379
AI Filing Summary & Sentiment
Reasoning
Referenced dates: September 22, 2010
Letter
United States Securities and Exchange Commission New York Mortgage Trust, Inc. Form 10-K for the year ended December 31, 2009 File No. 1-32216
Re:
Dear Mr. Woody:
New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), is transmitting for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the Company’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated September 22, 2010.
For convenience of reference, each comment contained in your September 22, 2010 letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.
Form 10-K for the fiscal year ended December 31, 2009
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 42
Results of Operations - Comparison of Years Ended December 31, 2009, 2008 and 2007
Comparable Net Interest Income, page 58
1.
Please refer to the table on page 59. Please tell us how you define each of the columns in this table. Please provide this disclosure in future filings and provide us with your proposed disclosure.
RESPONSE: The Company advises the Staff that it defines each of the columns in the table on page 59 as follows:
1.
Average Interest Earning Assets
Our average interest earning assets is calculated each quarter as the daily average balance of our investment securities available for sale, excluding unrealized gains and losses, and our mortgage loans held in securitization trusts.
2.
Weighted Average Coupon
The weighted average coupon reflects the weighted average rate of interest paid on the underlying securities or mortgage loans, net of fees paid. The percentages indicated in this column are the interest rates that will be effective through the interest rate reset date and have not been adjusted to reflect the purchase price we paid for the face amount of the security.
3.
Weighted Average Cash Yield on Interest Earning Assets
Our weighted average cash yield on interest earning assets was calculated by dividing our annualized interest income from investment securities and loans held in securitization trusts for the quarter by our average interest earning assets.
4.
Cost of Funds
Our cost of funds was calculated by dividing our annualized interest expense from investment securities and loans held in securitization trusts for the quarter by our average financing arrangements, portfolio investments and collateralized debt obligations.
5.
Net Interest Spread
Difference between our weighted average cash yield on interest earning assets and our cost of funds.
6.
Constant Prepayment Rate (CPR)
Our constant prepayment rate is the proportion of principal of our pool of loans that were paid off during each quarter.
The Company will provide the above definitions in footnotes to the table on page 59 in future filings.
Signatures, page 75
2.
Please confirm if Steven Mumma also serves as your controller or principal accounting officer. In future filings, please identify the person that serves as your controller or principal accounting officer. Please see General Instruction D to Form 10-K.
RESPONSE: In response to the Staff’s comment, the Company confirms for the Staff that Steven R. Mumma served as the Company’s principal accounting officer from the time he was appointed Chief Financial Officer on November 3, 2006 until October 4, 2010. The Company further advises the Staff that effective October 4, 2010, the Company’s Board of Directors appointed Fredric S. Starker as the Company’s new Chief Financial Officer. In this role, Mr. Starker will serve as both the principal financial officer and the principal accounting officer. The Company will identify Mr. Starker as serving in each of these roles in future filings.
3. Mortgage Loans Held in Securitization Trusts, page F-18
3.
Please tell us how loans that are determined not to be individually impaired are considered in the assessment of an allowance under SAB 6L, subtopics 450-10 and 450-20 of the FASB Accounting Standards Codification and paragraphs 310-10-35-35 and 310-10-35-36 of the FASB Accounting Standards Codification. Additionally, explain to us how you considered the referenced guidance in determining whether an allowance was required for probable credit losses inherent in the remaining portion of your loan portfolio that was not identified as individually impaired.
RESPONSE: The Company advises the Staff that a loss would be recognized on loans that are determined not to be individually identified if it is probable that a loss has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. Disclosure of a contingency is made if there is at least a reasonable possibility that a loss or an additional loss may have been incurred and either of the following conditions exists:
a.
an accrual has not been made for a loss contingency because the loss is not probable or cannot be reasonably estimated or,
b.
an exposure to loss exists in excess of the minimum amount accrued pursuant to the provisions of paragraph 450-20-30-1.
Under Subtopic 450-20 of the FASB Accounting Standards Codification, a loss would be recognized if characteristics of a loan indicate that it is probable that a group of similar loans includes some losses even though the loss could not be identified to a specific loan. However, in accordance with section 310-10-35 of the FASB Accounting Standards Codification, losses are not recognized before it is probable that they have been incurred. Historically, the registrant’s allowance for loans that have been individually identified has been sufficient to cover any losses that have occurred on loans that have not been individually identified. Not all of the individually identified loans have resulted in losses in the magnitude estimated or at all. Differences, if any, have not been material.
5. Financing Arrangements, Portfolio Investments, page F-22
4.
Please enhance your disclosure regarding your ability to meet additional haircuts or market valuation requirements and discuss the relative ease and timing it would take to convert amounts to cash to meet these needs.
RESPONSE: In response to the Staff’s comment, the Company proposes to add the following to the disclosure on page F-22:
“As of December 31, 2009, the Company had $24.5 million in cash and $85.6 million in unencumbered securities, including $25.2 million in Agency RMBS, to meet additional haircut or market valuation requirements. The $24.5 million of cash and the $25.2 million in agency securities (which collectively, represents 58% of our financing arrangements, portfolio investments) are liquid and could be monetized to pay down or collateralize the liability immediately.”
5.
With regard to your repurchase agreements, please tell us whether you account for any of those agreements as sales for accounting purposes in your financial statements. If you do, we ask that you:
·
Quantify the amount of repurchase agreements qualifying for sales accounting at each quarterly balance sheet date for each of the past three years.
·
Quantify the average quarterly balance of repurchase agreements qualifying for sales accounting for each of the past three years.
·
Describe all the differences in transaction terms that result in certain of your repurchase agreements qualifying as sales versus collateralized financings.
·
Provide a detailed analysis supporting your use of sales accounting for your repurchase agreements.
·
Describe the business reasons for structuring the repurchase agreements as sales transactions versus collateralized financings. To the extent the amounts accounted for as sales transactions have varied over the past three years, discuss the reasons for quarterly changes in the amounts qualifying for sales accounting.
·
Describe how your use of sales accounting for certain of your repurchase agreements impacts any ratios or metrics you use publicly, provide to analysts and credit rating agencies, disclose in your filings with the SEC, or provide to other regulatory agencies.
·
Tell us whether the repurchase agreements qualifying for sales accounting are concentrated with certain counterparties and/or concentrated within certain countries. If you have any such concentrations, please discuss the reasons for them.
·
Tell us whether you have changed your original accounting on any repurchase agreements during the last three years. If you have, explain specifically how you determined the original accounting as either a sales transaction or as a collateralized financing transaction noting the specific facts and circumstances leading to this determination. Describe the factors, events or changes which resulted in your changing your accounting and describe how the change impacted your financial statements.
RESPONSE: The Company advises the Staff that it does not account for any of its repurchase agreements as sales for accounting purposes in its financial statements.
6.
For those repurchase agreements you account for as collateralized financings, please quantify the average quarterly balance for each of the past three years and all quarterly periods during 2010. In addition, quantify the period end balance for each of those quarters and the maximum balance at any month-end. Explain the causes and business reasons for significant variances among these amounts. Please include this disclosure in your MD&A in future filings.
RESPONSE: The Company advises the Staff that for those repurchase agreements that it accounts for as collateralized financings, it has quantified the average quarterly balance for each of the past three years and all quarterly periods during 2010. In addition, the Company has quantified the period end balance for each of those quarters and the maximum balance at any month-end and explained the causes and business reasons for significant variances among these amounts. Please refer to the following chart for this information. The Company will include this disclosure in its MD&A in future filings.
Repurchase Agreements Average Balance Analysis
(Dollars in thousands)
Ending
Quarterly
Average
Maximum
Balance at
Any
Month-end
Comments
(Amounts are approximated)
3/31/2007
$ 434,894
$ 714,474
$ 785,485
Sold $169,000 in February
2007; Sold $148,000 in
March 2007
6/30/2007
423,741
414,657
423,741
9/30/2007
327,877
363,644
376,906
12/31/2007
315,714
321,327
323,584
3/31/2008
431,648
535,015
971,570
Bought $731,000 January/
February 2008; Sold
$587,000 in March 2008
6/30/2008
417,949
421,695
418,169
9/30/2008
406,295
422,016
435,405
12/31/2008
402,329
401,816
411,913
3/31/2009
276,182
388,188
367,515
Sold $152,000 in March 2009
6/30/2009
188,151
224,805
204,087
9/30/2009
194,745
205,032
201,151
12/31/2009
85,106
136,587
98,901
Sold $98,000 in October 2009
3/31/2010
75,799
82,808
83,812
6/30/2010
60,315
70,432
72,951
7.
In addition to the above, please tell us:
·
Whether you have any securities lending transactions that you account for as sales pursuant to the guidance in ASC 860-10. If you do, quantify the amount of these transactions at each quarterly balance sheet date for each of the past three years. Provide a detailed analysis supporting your decision to account for these securities lending transactions as sales.
·
Whether you have any other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, similar to repurchase or securities lending transactions that you account for as sales pursuant to the guidance in ASC 860. If you do, describe the key terms and nature of these transactions and quantify the amount of the transactions at each quarterly balance sheet date for the past three years.
·
Whether you have offset financial assets and financial liabilities in the balance sheet where a right of setoff - the general principle for offsetting - does not exist. If you have offset financial assets and financial liabilities in the balance sheet where a right of setoff does not exist, please identify those circumstances, explain the basis for your presentation policy, and quantify the gross amount of the financial assets and financial liabilities that are offset in the balance sheet. For example, please tell us whether you have offset securities owned (long positions) with securities sold, but not yet purchased (short positions), along with any basis for your presentation policy and the related gross amounts that are offset.
RESPONSE: The Company advises the Staff that it has no securities lending transactions that it accounts for as sales pursuant to the guidance in ASC 860-10. The Company further advises the Staff that it does not have any transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, similar to repurchase or securities lending transactions that it accounts for as sales pursuant to the guidance in ASC 860. Finally, the Company advises the Staff that it has not offset financial assets and financial liabilities in the balance sheet where a right of setoff – the general principle for offsetting – does not exist.
8.
If you accounted for repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales and did not provide disclosure of those transactions in your Management’s Discussion and Analysis, please advise us of the basis for your conclusion that disclosure was not necessary and describe the process you undertook to reach that conclusion. We refer you to paragraph (a)(1) of (a)(4) of Item 303 of Regulation S-K.
RESPONSE: The Company advises the Staff that it has not accounted for repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales.
Schedule 14-A
Our Board’s Role in Risk Oversight, page 16
9.
On page 17, we note that the compensation committee “does not believe that its compensation policies encourage excessive risk-taking ….” It appears that the noted disclosure was provided in response to Item 402(s) of Regulation S-K. If it was determined that your compensation policies and practices are not reasonably likely to have a material adverse effect on you, please describe the process you undertook to reach the conclusion that disclosure is not necessary.
RESPONSE: The Company advises the Staff that the compensation committee generally considers whether the Company’s compensation programs encourage excessive risk taking during its annual review of such programs, which typically occurs during the first quarter of each year. As a general rule, in reviewing and setting the Company’s compensation programs annually, the compensation committee intends that the compensation programs established by it are designed in a manner to not encourage excessive risk-taking. Thus, implicit in the compensation committee’s approval of our compensation programs is a determination that such programs do not encourage excessive risk-taking. In reaching this determination, the compensation committee considers: (i) the amount of total compensation paid historically to its named executive officers, (ii) the amount of compensation budgeted for the current fiscal year, (iii) the structure of the Company’s current compensation policies and plans and the max
Show Raw Text
CORRESP
1
filename1.htm
nymt_corresp-101410.htm
October 14, 2010
Filed via EDGAR
Mr. Kevin Woody
Branch Chief
United States Securities and Exchange Commission
Washington, DC 20549
Re:
New York Mortgage Trust, Inc.
Form 10-K for the year ended December 31, 2009
File No. 1-32216
Dear Mr. Woody:
New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), is transmitting for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the Company’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated September 22, 2010.
For convenience of reference, each comment contained in your September 22, 2010 letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.
Form 10-K for the fiscal year ended December 31, 2009
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 42
Results of Operations - Comparison of Years Ended December 31, 2009, 2008 and 2007
Comparable Net Interest Income, page 58
1.
Please refer to the table on page 59. Please tell us how you define each of the columns in this table. Please provide this disclosure in future filings and provide us with your proposed disclosure.
RESPONSE: The Company advises the Staff that it defines each of the columns in the table on page 59 as follows:
1.
Average Interest Earning Assets
Our average interest earning assets is calculated each quarter as the daily average balance of our investment securities available for sale, excluding unrealized gains and losses, and our mortgage loans held in securitization trusts.
2.
Weighted Average Coupon
The weighted average coupon reflects the weighted average rate of interest paid on the underlying securities or mortgage loans, net of fees paid. The percentages indicated in this column are the interest rates that will be effective through the interest rate reset date and have not been adjusted to reflect the purchase price we paid for the face amount of the security.
3.
Weighted Average Cash Yield on Interest Earning Assets
Our weighted average cash yield on interest earning assets was calculated by dividing our annualized interest income from investment securities and loans held in securitization trusts for the quarter by our average interest earning assets.
4.
Cost of Funds
Our cost of funds was calculated by dividing our annualized interest expense from investment securities and loans held in securitization trusts for the quarter by our average financing arrangements, portfolio investments and collateralized debt obligations.
5.
Net Interest Spread
Difference between our weighted average cash yield on interest earning assets and our cost of funds.
6.
Constant Prepayment Rate (CPR)
Our constant prepayment rate is the proportion of principal of our pool of loans that were paid off during each quarter.
The Company will provide the above definitions in footnotes to the table on page 59 in future filings.
2
Signatures, page 75
2.
Please confirm if Steven Mumma also serves as your controller or principal accounting officer. In future filings, please identify the person that serves as your controller or principal accounting officer. Please see General Instruction D to Form 10-K.
RESPONSE: In response to the Staff’s comment, the Company confirms for the Staff that Steven R. Mumma served as the Company’s principal accounting officer from the time he was appointed Chief Financial Officer on November 3, 2006 until October 4, 2010. The Company further advises the Staff that effective October 4, 2010, the Company’s Board of Directors appointed Fredric S. Starker as the Company’s new Chief Financial Officer. In this role, Mr. Starker will serve as both the principal financial officer and the principal accounting officer. The Company will identify Mr. Starker as serving in each of these roles in future filings.
3. Mortgage Loans Held in Securitization Trusts, page F-18
3.
Please tell us how loans that are determined not to be individually impaired are considered in the assessment of an allowance under SAB 6L, subtopics 450-10 and 450-20 of the FASB Accounting Standards Codification and paragraphs 310-10-35-35 and 310-10-35-36 of the FASB Accounting Standards Codification. Additionally, explain to us how you considered the referenced guidance in determining whether an allowance was required for probable credit losses inherent in the remaining portion of your loan portfolio that was not identified as individually impaired.
RESPONSE: The Company advises the Staff that a loss would be recognized on loans that are determined not to be individually identified if it is probable that a loss has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. Disclosure of a contingency is made if there is at least a reasonable possibility that a loss or an additional loss may have been incurred and either of the following conditions exists:
a.
an accrual has not been made for a loss contingency because the loss is not probable or cannot be reasonably estimated or,
b.
an exposure to loss exists in excess of the minimum amount accrued pursuant to the provisions of paragraph 450-20-30-1.
Under Subtopic 450-20 of the FASB Accounting Standards Codification, a loss would be recognized if characteristics of a loan indicate that it is probable that a group of similar loans includes some losses even though the loss could not be identified to a specific loan. However, in accordance with section 310-10-35 of the FASB Accounting Standards Codification, losses are not recognized before it is probable that they have been incurred. Historically, the registrant’s allowance for loans that have been individually identified has been sufficient to cover any losses that have occurred on loans that have not been individually identified. Not all of the individually identified loans have resulted in losses in the magnitude estimated or at all. Differences, if any, have not been material.
3
5. Financing Arrangements, Portfolio Investments, page F-22
4.
Please enhance your disclosure regarding your ability to meet additional haircuts or market valuation requirements and discuss the relative ease and timing it would take to convert amounts to cash to meet these needs.
RESPONSE: In response to the Staff’s comment, the Company proposes to add the following to the disclosure on page F-22:
“As of December 31, 2009, the Company had $24.5 million in cash and $85.6 million in unencumbered securities, including $25.2 million in Agency RMBS, to meet additional haircut or market valuation requirements. The $24.5 million of cash and the $25.2 million in agency securities (which collectively, represents 58% of our financing arrangements, portfolio investments) are liquid and could be monetized to pay down or collateralize the liability immediately.”
5.
With regard to your repurchase agreements, please tell us whether you account for any of those agreements as sales for accounting purposes in your financial statements. If you do, we ask that you:
·
Quantify the amount of repurchase agreements qualifying for sales accounting at each quarterly balance sheet date for each of the past three years.
·
Quantify the average quarterly balance of repurchase agreements qualifying for sales accounting for each of the past three years.
·
Describe all the differences in transaction terms that result in certain of your repurchase agreements qualifying as sales versus collateralized financings.
·
Provide a detailed analysis supporting your use of sales accounting for your repurchase agreements.
·
Describe the business reasons for structuring the repurchase agreements as sales transactions versus collateralized financings. To the extent the amounts accounted for as sales transactions have varied over the past three years, discuss the reasons for quarterly changes in the amounts qualifying for sales accounting.
4
·
Describe how your use of sales accounting for certain of your repurchase agreements impacts any ratios or metrics you use publicly, provide to analysts and credit rating agencies, disclose in your filings with the SEC, or provide to other regulatory agencies.
·
Tell us whether the repurchase agreements qualifying for sales accounting are concentrated with certain counterparties and/or concentrated within certain countries. If you have any such concentrations, please discuss the reasons for them.
·
Tell us whether you have changed your original accounting on any repurchase agreements during the last three years. If you have, explain specifically how you determined the original accounting as either a sales transaction or as a collateralized financing transaction noting the specific facts and circumstances leading to this determination. Describe the factors, events or changes which resulted in your changing your accounting and describe how the change impacted your financial statements.
RESPONSE: The Company advises the Staff that it does not account for any of its repurchase agreements as sales for accounting purposes in its financial statements.
6.
For those repurchase agreements you account for as collateralized financings, please quantify the average quarterly balance for each of the past three years and all quarterly periods during 2010. In addition, quantify the period end balance for each of those quarters and the maximum balance at any month-end. Explain the causes and business reasons for significant variances among these amounts. Please include this disclosure in your MD&A in future filings.
RESPONSE: The Company advises the Staff that for those repurchase agreements that it accounts for as collateralized financings, it has quantified the average quarterly balance for each of the past three years and all quarterly periods during 2010. In addition, the Company has quantified the period end balance for each of those quarters and the maximum balance at any month-end and explained the causes and business reasons for significant variances among these amounts. Please refer to the following chart for this information. The Company will include this disclosure in its MD&A in future filings.
5
Repurchase Agreements Average Balance Analysis
(Dollars in thousands)
Ending
Quarterly
Average
Maximum
Balance at
Any
Month-end
Comments
(Amounts are approximated)
3/31/2007
$
434,894
$
714,474
$
785,485
Sold $169,000 in February
2007; Sold $148,000 in
March 2007
6/30/2007
423,741
414,657
423,741
9/30/2007
327,877
363,644
376,906
12/31/2007
315,714
321,327
323,584
3/31/2008
431,648
535,015
971,570
Bought $731,000 January/
February 2008; Sold
$587,000 in March 2008
6/30/2008
417,949
421,695
418,169
9/30/2008
406,295
422,016
435,405
12/31/2008
402,329
401,816
411,913
3/31/2009
276,182
388,188
367,515
Sold $152,000 in March 2009
6/30/2009
188,151
224,805
204,087
9/30/2009
194,745
205,032
201,151
12/31/2009
85,106
136,587
98,901
Sold $98,000 in October 2009
3/31/2010
75,799
82,808
83,812
6/30/2010
60,315
70,432
72,951
7.
In addition to the above, please tell us:
·
Whether you have any securities lending transactions that you account for as sales pursuant to the guidance in ASC 860-10. If you do, quantify the amount of these transactions at each quarterly balance sheet date for each of the past three years. Provide a detailed analysis supporting your decision to account for these securities lending transactions as sales.
·
Whether you have any other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, similar to repurchase or securities lending transactions that you account for as sales pursuant to the guidance in ASC 860. If you do, describe the key terms and nature of these transactions and quantify the amount of the transactions at each quarterly balance sheet date for the past three years.
6
·
Whether you have offset financial assets and financial liabilities in the balance sheet where a right of setoff - the general principle for offsetting - does not exist. If you have offset financial assets and financial liabilities in the balance sheet where a right of setoff does not exist, please identify those circumstances, explain the basis for your presentation policy, and quantify the gross amount of the financial assets and financial liabilities that are offset in the balance sheet. For example, please tell us whether you have offset securities owned (long positions) with securities sold, but not yet purchased (short positions), along with any basis for your presentation policy and the related gross amounts that are offset.
RESPONSE: The Company advises the Staff that it has no securities lending transactions that it accounts for as sales pursuant to the guidance in ASC 860-10. The Company further advises the Staff that it does not have any transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, similar to repurchase or securities lending transactions that it accounts for as sales pursuant to the guidance in ASC 860. Finally, the Company advises the Staff that it has not offset financial assets and financial liabilities in the balance sheet where a right of setoff – the general principle for offsetting – does not exist.
8.
If you accounted for repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales and did not provide disclosure of those transactions in your Management’s Discussion and Analysis, please advise us of the basis for your conclusion that disclosure was not necessary and describe the process you undertook to reach that conclusion. We refer you to paragraph (a)(1) of (a)(4) of Item 303 of Regulation S-K.
RESPONSE: The Company advises the Staff that it has not accounted for repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales.
Schedule 14-A
Our Board’s Role in Risk Oversight, page 16
9.
On page 17, we note that the compensation committee “does not believe that its compensation policies encourage excessive risk-taking ….” It appears that the noted disclosure was provided in response to Item 402(s) of Regulation S-K. If it was determined that your compensation policies and practices are not reasonably likely to have a material adverse effect on you, please describe the process you undertook to reach the conclusion that disclosure is not necessary.
7
RESPONSE: The Company advises the Staff that the compensation committee generally considers whether the Company’s compensation programs encourage excessive risk taking during its annual review of such programs, which typically occurs during the first quarter of each year. As a general rule, in reviewing and setting the Company’s compensation programs annually, the compensation committee intends that the compensation programs established by it are designed in a manner to not encourage excessive risk-taking. Thus, implicit in the compensation committee’s approval of our compensation programs is a determination that such programs do not encourage excessive risk-taking. In reaching this determination, the compensation committee considers: (i) the amount of total compensation paid historically to its named executive officers, (ii) the amount of compensation budgeted for the current fiscal year, (iii) the structure of the Company’s current compensation policies and plans and the max