CFNL » Topics » Director Compensation

This excerpt taken from the CFNL DEF 14A filed Mar 25, 2008.

Director Compensation

        The following table shows the compensation earned by each of the directors for service as a director, during 2007. We did not make any stock-based awards during 2007.

 
Name (1)
  Fees Earned or
Paid in Cash
($)

  Change in Pension
Value and
Nonqualified Deferred
Compensation
Earnings
($)(2)

  All Other
Compensation
($)(3)

  Total
($)



B.G. Beck   14,100   4,179     18,279

William G. Buck   23,950   6,082   750   30,782

Bernard H. Clineburg   22,250       22,250

Sidney O. Dewberry   17,950   6,827   250   25,027

Michael A. Garcia   17,600   3,933   2,000   23,533

J. Hamilton Lambert   14,650   2,332   1,000   17,982

Alan G. Merten   16,100   7,366     23,466

William E. Peterson   16,050   1,006     17,056

James D. Russo   82,100   (7,452 )   74,648

John H. Rust, Jr.   69,500     21,553 (4) 91,053

George P. Shafran   21,050   4,500     25,550

Alice M. Starr   13,100   4,285   500   17,885

(1)
The number of stock options outstanding at December 31, 2007 held by each member of the Board of Directors is 124,267. The number of stock options outstanding for each director is as follows: Beck, 7,750; Buck, 7,750; Clineburg (granted to him in his capacity as a member of the Board of Directors) 9,750; Dewberry, 8,750; Garcia, 9,700; Lambert, 12,250; Peterson, 8,750; Russo, 13,200; Rust, 15,250; Shafran, 22,917; Starr, 8,200. Mr. Merten does not have any stock options. All options are granted with an exercise price equal to the Common Stock's fair market value as of the date of each grant and vest immediately on the date of the grant.

(2)
The earnings represented are deemed earnings based on the participant's contributions to our deferred income plans. The earnings are based on the performance of the deemed investments in selected investment options within the plans.

(3)
For Messrs. Buck, Dewberry, Garcia, Lambert and Ms. Starr, all other compensation paid to them for 2007 was incentive based compensation for business referrals to us.

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(4)
All other compensation for Mr. Rust includes $9,851 for his participation in our group health insurance plan paid by us, $5,674 for the use and maintenance of his company provided automobile and country club dues and $6,028 in matching contributions made by us to his 401(k) plan and deemed earnings based on his contributions to our deferred income plan.

        Each director is entitled to receive cash compensation for his or her service on the Board of Directors. Each director, with the exception of Alan G. Merten, received a retainer of $5,000 for his or her service on the Board of Directors for 2007. Mr. Merten, as part of his first year of service on the Board of Directors, received a retainer of $10,000 for 2007. Each director is paid $400 for each Board meeting attended, $200 for each committee meeting attended, and $350 for each Executive Committee meeting attended. James D. Russo, in his capacity as Audit Committee Chairman, receives a retainer of $60,000 annually.

        Each non-employee director can participate in our deferred income plan for non-employee directors. Under this plan, a non-employee director may elect to defer all or a portion of any director-related fees including retainers and fees for serving on board committees. Director deferrals are matched 50% by us, with a maximum match per director of $10,000 annually, and are vested immediately.

        John H. Rust, Jr., the Vice Chairman of the Board, receives a salary of $50,000 annually to support his work with management on certain issues of the Company as they arise from time to time. Mr. Rust participates in our group health insurance plan, and we pay 100% of his insurance. Health insurance paid by us for the benefit of Mr. Rust for 2007 was $9,851. In addition, Mr. Rust received $5,674 in 2007 as other annual compensation for use and maintenance of his company provided automobile and country club dues. Mr. Rust also received $6,028 in matching contributions made by us to his 401(k) plan and deemed earnings based on his contributions to our deferred income plan for 2007. For 2008, Mr. Rust will receive a salary of $75,000 annually. For the increase in his annual salary, the perquisites listed above, which include his 100% paid group health insurance by us, other annual compensation for use and maintenance of his company provided automobile and country club dues will cease.

This excerpt taken from the CFNL DEF 14A filed Mar 21, 2006.
Director Compensation

Each director is entitled to receive cash compensation for his or her service on the Board of Directors. Each director is paid $200 for each Board meeting attended, $100 for each committee meeting attended, and $175 for each Executive Committee meeting attended. James D. Russo, in his capacity as Audit Committee Chairman, receives a retainer of $60,000 annually.

Each non-employee director can participate in the Company’s deferred income plan for non-employee directors. Under this plan, a non-employee director may elect to defer all or a portion of any director-related fees including fees for serving on board committees. Director deferrals are matched 50% by the Company, with a maximum match per director of $10,000 annually, and are vested immediately.

John H. Rust, Jr., the Vice Chairman of the Board, receives a salary of $52,000 annually.  Mr. Rust participates in the Company’s group health insurance plan, and his insurance is paid 100% by the Company. Health insurance paid by the Company for the benefit of Mr. Rust for 2005 was $9,400. In addition, Mr. Rust received $15,395 in 2005 as other annual compensation for use and maintenance of his automobile and country club dues.

EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

 

This excerpt taken from the CFNL DEF 14A filed Mar 24, 2005.

Director Compensation

        Each director is entitled to receive cash compensation for his or her service on the Board of Directors. Each director is paid $400 for each board meeting attended, $100 for each committee meeting attended, and $175 for each Executive Committee meeting attended. James D. Russo, in his capacity as Audit Committee Chairman, receives a retainer of $60,000 annually.

        John H. Rust, Jr., the Vice Chairman of the Board, receives a salary of $52,000 annually. Mr. Rust participates in the Company's group health insurance plan, and his insurance is paid 100% by the Company. Health insurance paid by the Company for the benefit of Mr. Rust for 2004 was $8,400. In addition, Mr. Rust received $10,160 in 2004 as other annual compensation for use and maintenance of his automobile and country club dues.

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