CSS » Topics » Procedures and Processes with Regard to Director Compensation

This excerpt taken from the CSS DEF 14A filed Jun 16, 2009.
Procedures and Processes with Regard to Director Compensation
 
Under our bylaws, the Board has authority and responsibility for fixing the nature and amount of all compensation paid to the members of the Board. The Board reviews and sets the amount of fees paid to non-employee directors on an annual basis. Any changes that the Board approves with respect to fees paid to non-employee directors become effective on the date of the Board’s annual organizational meeting, typically held immediately following the Annual Meeting of Stockholders of CSS. In approving adjustments to the compensation paid to our non-employee directors during fiscal 2009, the Board considered information, data and recommendations provided to the Board by CSS’ executive officers. See “Director Compensation — Fiscal 2009” for further information concerning the form and amount of director compensation provided by CSS.
 
This excerpt taken from the CSS DEF 14A filed Jun 19, 2008.
Procedures and Processes with Regard to Director Compensation
 
The Board has authority and responsibility for fixing the nature and amount of all compensation paid to the members of the Board. The Board reviews and sets the amount of fees paid to non-employee directors on an annual basis. Any changes that the Board approves with respect to fees paid to non-employee directors become effective on the date of the Board’s annual organizational meeting, typically held immediately following the Annual Meeting of Stockholders of CSS.
 
In recent years, both CSS’ executive officers and the Human Resources Committee have presented information, data and recommendations to the Board with respect to the form and amount of director compensation. Additionally, in 2006, the Human Resources Committee retained the services of Mercer to analyze competitive market practices for director compensation based on the same group of peer companies developed by Mercer in connection with Mercer’s 2006 report to the Human Resources Committee regarding executive compensation. Mercer presented its findings to the Human Resources Committee, which in turn reported the substance of Mercer’s findings to the Board. In approving the changes to the fees paid to non-employee directors that became effective in


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August 2006 and in approving the 2006 Stock Plan, under which equity compensation is provided to non-employee directors of CSS, the Board considered Mercer’s findings and the recommendations of the Human Resources Committee and the recommendations of Mr. Farber.
 
At a meeting in August 2007, the Board of Directors determined that no changes would be made with regard to director compensation for the ensuing year. In making this determination, the Board of Directors referenced information and recommendations provided by Mr. Farber.
 
The 2006 Stock Plan became effective upon approval by CSS’ stockholders at the 2006 Annual Meeting of Stockholders of CSS. The Board has administration authority over the 2006 Stock Plan, but it does not have general authority under the 2006 Stock Plan with respect to the eligibility or selection of directors to receive option grants, the frequency of such grants, the number of shares subject to option grants, the exercisability or termination of such options or the exercise price of such options, all of which are mandated by the specific provisions of the 2006 Stock Plan. See “Director Compensation — Fiscal 2008” on page 43 for further information on the 2006 Stock Plan.
 
This excerpt taken from the CSS DEF 14A filed Jun 15, 2007.
Procedures and Processes with Regard to Director Compensation
 
The Board has authority and responsibility for fixing the nature and amount of all compensation paid to the members of the Board. The Board reviews and sets the amount of fees paid to non-employee directors on an annual basis. Any changes that the Board approves with respect to fees paid to non-employee directors become effective on the date of the Board’s annual organizational meeting, typically held in August.
 
In recent years, both CSS’ executive officers and the Human Resources Committee have presented information, data and recommendations to the Board with respect to the form and amount of director compensation. Additionally, the Human Resources Committee retained the services of Mercer to analyze competitive market practices for director compensation based on the same group of peer companies developed by Mercer in connection with its report to the Human Resources Committee regarding executive compensation. Mercer presented its findings to the Human Resources Committee, which in turn reported the substance of Mercer’s findings to the Board. In approving the changes to the fees paid to non-employee directors that became effective in August 2006 and in approving the 2006 Stock Plan, under which equity compensation is provided to non-employee directors of CSS, the Board considered Mercer’s findings and the recommendations of the Human Resources Committee and the recommendations of Mr. Farber.
 
The 2006 Stock Plan became effective upon approval by CSS’ stockholders at the 2006 Annual Meeting of Stockholders of CSS. The Board has administration authority over the 2006 Stock Plan, but it does not have general authority under the 2006 Stock Plan with respect to the eligibility or selection of directors to receive option grants, the frequency of such grants, the number of shares subject to option grants, the exercisability or termination of such


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options or the exercise price of such options, all of which are mandated by the specific provisions of the 2006 Stock Plan. See “Director Compensation — Fiscal 2007” below for further information on the 2006 Stock Plan.
 
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