CSS » Topics » DIRECTOR COMPENSATION - FISCAL 2008

This excerpt taken from the CSS DEF 14A filed Jun 19, 2008.
DIRECTOR COMPENSATION — FISCAL 2008
 
Currently, each of our directors who is not a full time employee of CSS or its subsidiaries receives an annual fee of $25,000, as well as $1,000 for attendance at each Board and Board Committee meeting and for each consultation with management or another member of the Board or with a Board or Board Committee advisor or consultant pertaining to the activities of the Board or any Board Committee of which such director is a member, except that the fee for attendance at Board or Board Committee meetings or consultations held telephonically and of not more than one hour in duration is $500.00. In addition, the chairperson of the Human Resources Committee and the Nominating and Governance Committee each receive an additional annual fee of $5,000, and the chairperson of the Audit Committee receives an additional annual fee of $10,000.
 
Furthermore, each non-employee director is eligible to participate in the 2006 Stock Plan. The 2006 Stock Plan provides for the automatic grant to each non-employee director, on the last day on which our common stock is traded in each November through 2010, of nonqualified stock options to purchase 4,000 shares of CSS common stock at an exercise price per share equal to the closing price per share of CSS common stock on the date the stock options are granted. Accordingly, each non-employee director received an automatic grant of stock options to purchase 4,000 shares of CSS common stock on November 30, 2007 at an exercise price of $39.58 per share. Each option granted under the 2006 Stock Plan expires five years after the date the option was granted. Twenty-five percent of the shares underlying each stock option grant become exercisable on each of the first four anniversaries of the date of grant. These installments are cumulative and exercisable during the remainder of the term of the option.


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The table below provides information regarding the compensation paid to each member of our Board, other than members who are also executive officers of CSS, for the fiscal year ended March 31, 2008.
 
                                 
    Fees Earned
  Option
  All Other
   
    or Paid in Cash
  Awards(1)
  Compensation
  Total
Name
  ($)   ($)   ($)   ($)
 
Scott A. Beaumont
    34,500       35,280       0       69,780  
James H. Bromley
    53,000       52,438       0       105,438  
John J. Gavin
    17,301       3,963       0       21,264  
Leonard E. Grossman
    52,000       52,438       0       104,438  
James E. Ksansnak
    48,000       52,438       0       100,438  
Rebecca C. Matthias
    40,000       52,438       0       92,438  
 
 
(1) The amount in the “Option Awards” column is equal to the dollar amount of stock option compensation cost recognized for financial statement purposes under SFAS No. 123R, after adjusting, in accordance with SEC regulations, to disregard the estimate of forfeitures related to service-based vesting conditions. Accordingly, the amount in this column reflects stock option expense associated with stock options granted during fiscal 2008 and stock options granted in prior fiscal years. Assumptions used to determine the amount of stock option expense recognized under SFAS No. 123R are set forth in Note 6 to CSS’ consolidated financial statements included in CSS’ Annual Report on Form 10-K for the fiscal year ended March 31, 2008. The grant date fair value of stock options granted in fiscal 2008 to the directors listed above was $47,322 per director, computed in accordance with SFAS 123R using the assumptions described in Note 6 to CSS’ consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2008.
 
As of March 31, 2008, the aggregate number of shares underlying outstanding stock options held by the directors listed in the table above were as follows:
 
         
    Shares Underlying
Director
  Outstanding Options
 
Scott A. Beaumont
    12,500  
James H. Bromley
    56,000  
John J. Gavin
    4,000  
Leonard E. Grossman
    50,000  
James E. Ksansnak
    26,000  
Rebecca C. Matthias
    26,000  
 

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