Apria raises the bar for senior execs

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Sunday, March 23, 2003

March 24, 2003

LAKE FOREST, Calif. - Apria announced last week that it has established Stock Ownership Requirements for its executives at the senior vice president level and above.

"Consistent with today's emphasis on higher standards of corporate governance," said Ralph Whitworth, Chairman of Apria's Board of Directors, "Apria's Board believes it is important to align the interests of senior management with the interests of the company's stockholders."

Under the new requirements, within the next five years each senior officer must acquire and hold shares of Apria common stock with a total value at least equivalent to a target level of ownership. The targets range from 1.5 to three times base salary, depending on the officer's position.

Whitworth commented that "the investment community values stock ownership by senior management. By holding significant equity positions in the company, Apria's senior officers will demonstrate their commitment to the long-term profitability of the company."

Under the requirements, all exercises of stock options granted in 2003 and the future will require a one-year holding period of the net after-tax shares received upon exercise, even if the officer has achieved the applicable target level of ownership. For officers not yet in compliance with their target, only one-half of the net after-tax shares may be sold following the one-year holding period. The remaining option shares, together with at least one-half of all

Apria shares presently held by each senior officer, must continue to be held as an investment in the company. A 90-day advance notice is also required for any sale of Apria stock by a senior officer.

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