AKS » Topics » DIRECTOR COMPENSATION TABLE

This excerpt taken from the AKS DEF 14A filed Apr 17, 2008.

DIRECTOR COMPENSATION TABLE

The following table summarizes the total compensation paid to each Director who was a member of the Board during the fiscal year ended December 31, 2007.

 

Name(1)

   Fees Earned or
Paid in Cash

($)
   Stock
Awards

($)(4)
   Option
Awards

($)(5)
   Total
($)

Richard A. Abdoo(2)

   $ 75,056    $ 67,444    $ 81,649    $ 224,149

John S. Brinzo

   $ 72,785    $ 42,715    $ 89,412    $ 204,912

William K. Gerber

   $ 87,036    $ 44,964    $ 94,400    $ 226,400

Dr. Bonnie G. Hill

   $ 85,036    $ 44,964    $ 81,649    $ 211,649

Robert H. Jenkins

   $ 154,036    $ 44,964    $ 81,649    $ 280,649

Lawrence A. Leser(3)

   $ 60,025    $ 22,475    $ 74,361    $ 156,861

Daniel J. Meyer

   $ 102,102    $ 44,964    $ 81,649    $ 228,715

Ralph S. Michael, III

   $ 26,305    $ 20,293    $ 96,700    $ 143,298

Shirley D. Peterson

   $ 85,036    $ 44,964    $ 0    $ 130,000

Dr. James A. Thomson

   $ 94,036    $ 44,964    $ 81,649    $ 220,649

 

(1) Mr. James L. Wainscott, the Company’s Chairman, President and Chief Executive Officer, is not included in this table because he is an employee of the Company and thus receives no compensation for his service as a Director. Mr. Wainscott’s compensation from the Company is reported in the Summary Compensation Table beginning on page 40. Mr. Dennis C. Cuneo is not included in the table because he did not join the board until January 21, 2008.

 

(2) Each non-employee director receives at least one-half of his or her annual retainer for service in the form of restricted shares of common stock of the Company, with an opportunity to elect to take a greater portion of such stock. Mr. Abdoo elected to take an additional portion of his compensation in the form of restricted stock during 2007.

 

(3) Mr. Lawrence A. Leser retired from the Board in May, 2007.

 

(4) 50% of each Director’s annual retainer is automatically paid in the form of quarterly grants of restricted stock of the Company. The average of the high and low selling price of the Company’s common stock on the date the retainer is to be paid is used to calculate the number of shares to be issued. As of December 31, 2007 each Director held the following number of restricted shares: Mr. Abdoo, 37,071; Mr. Brinzo, 1,813; Mr. Gerber, 1,940; Dr. Hill, 30,253; Mr. Jenkins, 44,479; Mr. Meyer 29,885; Mr. Michael, 705; Mrs. Peterson, 15,910; and Dr. Thomson, 29,023.

 

(5) The amounts included in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007 in accordance with FAS 123R, “Share-Based Payment”. Except for Messrs. Brinzo, Gerber and Michael, the amounts included in the column are those amounts recognized in 2007 for options granted to the directors in December 2006. Options were awarded to Messrs. Brinzo, Gerber and Michael effective with the date each became a member of the Board of Directors. Mr. Brinzo’s stock option award was made on January 19, 2007; Mr. Gerber’s stock option award was made on January 1, 2007; and Mr. Michael’s stock option award was made on July 20, 2007. The fair value for options granted on the grant dates was $93,300 for Mr. Brinzo; $94,400 for Mr. Gerber; and $216,700 for Mr. Michael. Restrictions on the right to exercise options granted to the directors lapse one year from grant date, and therefore ordinarily are expensed over a 12-month period following their grant date. As of December 31, 2007, each director had the following number of options outstanding: Mr. Abdoo, 10,000; Mr. Brinzo, 10,000; Mr. Gerber, 10,000; Dr. Hill, 10,000; Mr. Jenkins, 10,000; Mr. Meyer, 20,000; Mr. Michael, 10,000; and Dr. Thomson, 10,000. Mr. Leser also held 10,000 options on December 31, 2007. A discussion of the assumptions used to calculate the value of the stock options reported in this column is located in Note 3 to the Notes to Consolidated Financial Statements on pages 74-76 of our 2007 Annual Report on Form 10-K.

 

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This excerpt taken from the AKS DEF 14A filed Apr 16, 2007.

DIRECTOR COMPENSATION TABLE

The following table summarizes the total compensation paid to each Director who was a member of the Board during the fiscal year ended December 31, 2006.

 

Name(1)

   Fees Earned or
Paid in Cash
($)
   Stock
Awards
($)(4)
   Option
Awards
($)(5)
   Total
($)

Richard A. Abdoo(2)

   $ 70,025    $ 63,725    $ 5,381    $ 139,131

Donald V. Fites(3)

   $ 20,011    $ 39,989    $ 0    $ 60,000

Dr. Bonnie G. Hill

   $ 80,532    $ 42,468    $ 5,381    $ 128,381

Robert H. Jenkins

   $ 147,532    $ 42,468    $ 5,381    $ 195,381

Lawrence A. Leser

   $ 98,532    $ 42,468    $ 12,669    $ 153,669

Daniel J. Meyer

   $ 86,532    $ 42,468    $ 5,381    $ 134,381

Shirley D. Peterson

   $ 84,532    $ 42,468    $ 0    $ 127,000

Dr. James A. Thomson

   $ 91,532    $ 42,468    $ 5,381    $ 139,381

(1) Mr. James L. Wainscott, the Company’s Chairman, President and Chief Executive Officer, is not included in this table because he is an employee of the Company and thus receives no compensation for his service as a Director. Mr. Wainscott’s compensation from the Company is reported in the Summary Compensation Table beginning on page 35. Messrs. William K. Gerber and John S. Brinzo are not included in this table because they were not members of the Board of Directors during the fiscal year ended December 31, 2006.

 

(2) Each non-employee director receives at least one-half of his or her annual retainer for service in the form of restricted shares of common stock of the Company, with an opportunity to elect to take a greater portion in the form of such stock. Mr. Abdoo elected to take an additional portion of his compensation in the form of restricted stock during 2006.

 

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(3) Mr. Donald V. Fites retired from the board in May 2006.

 

(4) 50% of each Director’s annual retainer is automatically paid in the form of quarterly grants of restricted stock of the Company. The average of the high and low selling price of the Company’s common stock on the date the retainer is to be paid is used to calculate the number of shares to be issued. As of December 31, 2006 each Director held the following number of restricted shares: Mr. Abdoo, 35,155; Dr. Hill, 28,976; Mr. Jenkins, 43,202; Mr. Leser, 28,348; Mr. Meyer, 28,608; Mrs. Peterson, 14,633 and Dr. Thomson, 27,746.

 

(5) The amounts included in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006 in accordance with FAS 123R, “Share-Based Payment”. All of the option awards upon which these amounts were based were made in December 2006. The fair value for options granted on this date was $87,030 and was applicable to each director who received a stock option grant on the grant date. Restrictions on the right to exercise options granted to the directors lapse one year from grant date, and therefore ordinarily are expensed over a 12-month period following their grant date. Mr. Leser’s grant, however, will be expensed over a six-month period because of his anticipated retirement in May 2007, which explains why the value of Mr. Leser’s options is greater than the value shown for the other directors. Mr. Fites did not receive options in December 2006 because he was no longer a member of the Board at that time. Mrs. Peterson did not receive options in December 2006 because options were only granted at that time to directors who had been on the Board five years or longer and Mrs. Peterson did not meet that criterion. As of December 31, 2006, each director had the following number of options outstanding: Mr. Abdoo, 20,000; Dr. Hill, 10,000; Mr. Jenkins, 10,000; Mr. Leser, 10,000; Mr. Meyer, 20,000; Mrs. Peterson, 10,000 and Dr. Thomson, 10,000. Mr. Fites also held 10,000 options on December 31, 2006.

 

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