CALD » Topics » DIRECTOR COMPENSATION

This excerpt taken from the CALD DEF 14A filed Apr 24, 2009.
DIRECTOR COMPENSATION
 
                                 
    Fees Earned or Paid in
  Stock Awards
  Option Awards
   
Name
  Cash ($)   ($)(1)   ($)(1)(2)   Total ($)
 
William B. Binch
  $ 59,728     $ 0     $ 25,860     $ 85,588  
Charles M. Boesenberg
  $ 6,667     $ 0     $ 28,572     $ 35,239  
Michael A. Braun
  $ 68,419     $ 0     $ 25,860     $ 94,279  
George B. James
  $ 54,250     $ 0     $ 25,860     $ 80,110  
David B. Pratt
  $ 40,323     $ 0     $ 25,860     $ 66,183  
Michele Vion
  $ 50,314     $ 0     $ 25,860     $ 76,174  
Robert H. Youngjohns
  $ 30,500     $ 0     $ 13,144     $ 43,644  
 
 
(1) Amounts represent the dollar amount recognized as compensation expense during 2008 utilizing the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-based Payments.” See Note 8 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 regarding assumptions underlying valuation of equity awards.
 
(2) Amounts in this column may represent options granted during and before 2008, as applicable. Utilizing the provisions of SFAS No. 123R, the full grant date fair value of the option award made to each of the directors in 2008 was as follows: William B. Binch $25,860; Charles M. Boesenberg $23,151; Michael A. Braun $25,860; George B. James $25,860; David B. Pratt $25,860; Michele Vion $25,860; and Robert H. Youngjohns $13,144. At December 31, 2008 the aggregate number of option awards outstanding for each director was as follows: William B. Binch 86,561; Charles M. Boesenberg 94,080; Michael A. Braun 246,706; George B. James 194,667; David B. Pratt 315,767; Michele Vion 71,168; and Robert H. Youngjohns 788,295. No stock awards were outstanding.
 
We have entered into change of control agreements with each of our non-employee directors, which provide that in the event of a change of control of Callidus, all options and restricted stock unit awards held by each director at the time of a change of control will immediately become vested.


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This excerpt taken from the CALD DEF 14A filed Apr 25, 2008.
DIRECTOR COMPENSATION
 
                                 
    Fees Earned or
    Stock
             
    Paid in
    Awards
    Option
       
Name
  Cash ($)     ($)(1)     Awards ($)(1)(2)     Total ($)  
 
William B. Binch
  $ 42,750     $ 0     $ 54,958     $ 97,708  
Charles M. Boesenberg(3)
  $ 33,333     $ 62,600     $ 62,556     $ 158,490  
Michael A. Braun
  $ 39,528     $ 0     $ 112,194     $ 151,722  
George B. James
  $ 39,500     $ 0     $ 76,320     $ 115,820  
David B. Pratt
  $ 31,000     $ 0     $ 45,275     $ 76,275  
Michele Vion
  $ 40,750     $ 0     $ 44,532     $ 85,282  
Robert H. Youngjohns(4)
  $ 2,667     $ 0     $ 0     $ 2,667  
 
 
(1) Amounts represent the dollar amount recognized as compensation expense during 2007 utilizing the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-based Payments.” See Note 6 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 regarding assumptions underlying valuation of equity awards.
 
(2) Amounts in this column may represent options granted during and before 2007, as applicable. Utilizing the provisions of SFAS No. 123R, the full grant date fair value of the option award made to each of the directors in 2007 was as follows: William B. Binch $47,832; Charles M. Boesenberg $35,874; Michael A. Braun $95,664; George B. James $59,790; David B. Pratt $35,874; Michele Vion $35,874; and Robert H. Youngjohns $0. At December 31, 2007 the aggregate number of option awards outstanding for each director was as follows: William B. Binch 71,561; Charles M. Boesenberg 64,080; Michael A. Braun 231,706; George B. James 179,667; David B. Pratt 300,767; Michele Vion 56,168; and Robert H. Youngjohns 780,671.
 
(3) In November 2007, Mr. Boesenberg was elected Executive Chairman of the Board of Directors and awarded a restricted stock unit award of 120,000 shares of the Company’s common stock, which restricted stock units vest in 12 equal monthly installments. Utilizing the provisions of SFAS No. 123R, full grant date fair value of the restricted stock unit award made to Mr. Boesenberg in 2007 was $751,200. At December 31, 2007, the aggregate number of restricted stock units outstanding to Mr. Boesenberg was 110,000. So long as Mr. Boesenberg remains an executive of the Company by virtue of his role as Executive Chairman of the Board of Directors, he will be ineligible to receive compensation as a non-employee director.
 
(4) Mr. Youngjohns became a non-employee director on December 1, 2007. The amount indicated in the column entitled, “Fees Earned or Paid in Cash” represents the fees earned by Mr. Youngjohns beginning in December 2007 as a non-employee director. The compensation expense in connection with options granted to Mr. Youngjohns during and before 2007 is included in the “Options Awards” column of the Summary Compensation Table in the Executive Compensation section below.
 
We have entered into change of control agreements with each of our non-employee directors and Mr. Boesenberg, our Executive Chairman. All of these agreements provide that in the event of a change of control of Callidus, all options and restricted stock unit awards held by each director at the time of a change of control will immediately become vested.


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This excerpt taken from the CALD DEF 14A filed Apr 27, 2007.
DIRECTOR COMPENSATION
 
                         
    Fees Earned or
    Option
       
Name
  Paid in Cash ($)     Awards ($)(1)     Total ($)  
 
William B. Binch
  $ 40,250     $ 59,171     $ 99,421  
Charles M. Boesenberg
  $ 29,786     $ 28,095     $ 57,881  
Michael A. Braun
  $ 35,750     $ 121,653     $ 157,403  
George B. James
  $ 38,000     $ 90,651     $ 128,651  
David B. Pratt
  $ 29,000     $ 52,658     $ 81,658  
Michele Vion
  $ 34,750     $ 42,835     $ 77,585  
John R. (Jack) Eickhoff(2)
  $ 17,222     $ 36,293     $ 53,515  
 
 
(1) Amounts represent the dollar amount recognized as compensation expense during 2006 utilizing the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-based Payments.” See Note 6 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 regarding assumptions underlying valuation of equity awards. Amounts in this column may represent options granted during and before 2006. Utilizing the provisions of SFAS No. 123R, the full grant date fair value of the option awards made to the directors in 2006 is $377,501. At December 31, 2006, the aggregate number of option awards outstanding for each director was as follows: William B. Binch 51,561; Charles M. Boesenberg 49,080; Michael A. Braun 191,706; George B. James 154,667; David B. Pratt 285,767; and Michele Vion 41,168.
 
(2) Mr. Eickhoff chose not to stand for reelection to the board of directors at the Company’s June 6, 2006 annual meeting of stockholders. The amounts indicated represent the fees earned by Mr. Eickhoff through June 6, 2006 and the dollar amount indicated in the column entitled “Option Awards” represents compensation expense in connection with options granted to Mr. Eickhoff during and before 2006. Mr. Eickhoff did not have any option awards outstanding at December 31, 2006.
 
We have entered into change of control agreements with each of our non-employee directors. All of these agreements provide that in the event of a change of control of Callidus, any and all options to purchase common stock held by such individuals at the time of a change of control will immediately become vested and exercisable. Under the terms of each of these agreements, a change of control is defined to include: (i) the acquisition by any person of beneficial ownership, directly or indirectly, of securities representing 50% or more of the total voting


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power represented by our then outstanding voting securities; (ii) a change in the composition of our Board of Directors within a rolling two-year period, as a result of which fewer than a majority of the directors are deemed to be incumbent directors, as defined in the agreements; (iii) a merger or consolidation involving Callidus resulting in a change in ownership of more than 50% of our voting securities; and (iv) a sale or disposition by us of all or substantially all of our assets.
 
This excerpt taken from the CALD DEF 14A filed Apr 27, 2006.
Director Compensation
 
Each of our directors who is not an officer or employee of Callidus is paid a quarterly retainer of $5,000, a fee of $1,000 plus expenses for each meeting of the Board of Directors attended and a fee of $750 plus expenses for each committee meeting attended. Our current policy provides that, upon first becoming a director, each non-employee director receives an option to purchase 45,000 shares of our common stock that vests over four years (25% after one year and monthly thereafter) and, thereafter, an annual grant of an immediately vested and exercisable option to purchase 15,000 shares immediately following each annual stockholders’ meeting. Also, following each annual meeting of our stockholders, the chair of the Audit Committee receives a fully vested option to purchase 10,000 shares of our common stock, the chairs of the Compensation Committee and Nominating and Corporate Governance Committee each receive a fully vested option to purchase 5,000 shares of our common stock, and the Chairman of the


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Board (so long as such position continues to be held by an outside director) receives a fully vested option to purchase 20,000 shares of our common stock. All annual option grants under the director compensation policy are pro-rated if the director has served in the relevant capacity for only part of the previous year.
 
We have entered into change of control agreements with each of our directors. All of these agreements except that of Mr. Youngjohns, which is described under “Employment Contracts, Change of Control Arrangements and Severance Agreement of Named Executive Officers” below, provide that in the event of a change of control of Callidus, any and all options to purchase common stock held by such individuals at the time of a change of control will immediately become vested and exercisable. Under the terms of each of these agreements, a change of control is defined to include: (i) the acquisition by any person of beneficial ownership, directly or indirectly, of securities representing 50% or more of the total voting power represented by our then outstanding voting securities; (ii) a change in the composition of our Board of Directors within a rolling two-year period, as a result of which fewer than a majority of the directors are deemed to be incumbent directors, as defined in the agreements; (iii) a merger or consolidation involving Callidus resulting in a change in ownership of more than 50% of our voting securities; and (iv) a sale or disposition by us of all or substantially all of our assets.
 
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