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AFCE » Topics » DIRECTOR COMPENSATION FOR 2007

This excerpt taken from the AFCE DEF 14A filed Apr 22, 2008.
DIRECTOR COMPENSATION FOR 2007
 
We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board of Directors. In setting director compensation, the Board of Directors considers the significant amount of time that Directors expend in fulfilling their duties to us as well as the experience and skills of the Board member.
 
Upon election to the Board at our annual meeting of shareholders, members of the Board who are not our employees receive an annual cash retainer of $45,000. The Director who serves as chair of the Audit Committee receives $10,000 annually in addition to the annual cash retainer. The Directors who serve as chairs of the Corporate Governance and Nominating Committee and People Services (Compensation) Committee each receive $5,000 annually in addition to the annual cash retainer. Additionally, all members of the Board of Directors receive an annual grant of restricted stock units of our common stock equal in value to the amount of $50,000 as of the date of the grant.
 
The following table includes information regarding the compensation paid to our non-employee Directors and one employee Director (Cheryl A. Bachelder) for 2007.
 
                                 
    Fees Earned or
 		    Stock
 		    Option
 		       
    Paid in Cash
 		    Awards
 		    Awards
 		    Total
 		 
Name
  ($)(1)     ($)(2)     ($)(3)     ($)  
 
Cheryl A. Bachelder(4)
    45,000       37,983       —       82,983  
Victor Arias, Jr. 
    50,000       45,559       34,776       130,335  
Carolyn Hogan Byrd
    55,000       45,559       34,776       135,335  
John M. Cranor, III
    120,000       45,654       —       165,654  
John F. Hoffner
    45,000       41,601       —       86,601  
R. William Ide, III
    50,000       45,559       34,776       130,335  
Kelvin J. Pennington
    45,000       45,559       34,776       125,355  
Frank J. Belatti
    150,000       40,764       —       190,764  
John M. Roth
    —       15,833       —       15,833  
 
(1) The amounts shown in this column include annual cash retainers, committee chairmanship fees for non-employee directors and the cash retainer paid to Ms. Bachelder prior to her becoming CEO on November 1, 2007. For Mr. Cranor, included in the amount of $120,000 is the amount of $75,000 representing a prorated amount of the $150,000 paid as Chairman of the Board in addition to the standard retainer amount of $45,000.
 
(2) The amounts shown in this column reflect a portion of the fair value of restricted stock unit awards expensed in 2007 representing earned compensation for the fiscal year ended December 30, 2007 as reflected in our financial statements utilizing SFAS 123(R). See Note 2 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 30, 2007 regarding assumptions underlying valuation of equity awards.
 
(3) The amounts shown in this column reflect a portion of the fair value of stock option awards from prior years representing earned compensation for the Company’s fiscal year ended December 30, 2007 as reflected in our financial statements utilizing SFAS 123(R). See Note 2 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 30, 2007 regarding assumptions underlying valuation of equity awards.
 
(4) Ms. Bachelder’s compensation reflected in this Director Compensation for 2007 table only includes compensation paid to Ms. Bachelder as a non-employee member of our Board of Directors and excludes the FAS 123(R) fair value of $7,671 for restricted stock units granted to Ms. Bachelder for which expenses were recognized after November 1, 2007 when Ms. Bachelder became CEO and President (which are included in the Summary Compensation Table). Ms. Bachelder’s compensation as CEO and President can be found in the Summary Compensation Table above.


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