EGR » Topics » Compensation of Directors

These excerpts taken from the EGR 10-K filed Nov 26, 2008.

Compensation of Directors

        The Board has adopted a director compensation policy regarding the Company's non-employee directors. Under this policy, our non-employee directors receive cash compensation and equity awards, as described below. This policy may be changed by our Board of Directors from time to time. Directors who also are our employees are not paid any fee or remuneration, as such, for their service on the Board of Directors or on any Board committee.

         Cash Compensation.    Each non-employee director is paid a quarterly retainer of $8,000, a fee of $1,000 for each Board meeting which the Board member attends in person and a fee of $750 for each Board meeting which the Board member attends telephonically. The non-executive Chairman of the Board also receives a supplemental quarterly retainer of $4,000. As the Chairman of the Board, Mr. Craig, who is currently an executive of the Company, does not receive this quarterly retainer. Directors who served on Board committees (other than the chairman of such committee) are paid $750 for each committee meeting the Board member attends in person and a fee of $500 for each committee meeting which the Board member attends telephonically. Committee chairpersons are paid $1,000 for each committee meeting the chairperson attends, whether in person or telephonically. On days on which there is a Board meeting and committee meeting that a Board member attends, the Board member shall be paid for both the Board meeting and the committee meeting. On days on which there are more than one committee meeting that a board member attends, the Board member shall be paid for only one meeting. In addition, each non-employee director is entitled to receive reimbursement for reasonable travel expenses for each Board or Board committee meeting that such non-employee director attends in person if the director resides 25 miles or more from the site of the meeting.

         Equity-Based Awards.    Our director compensation policy provides for equity awards to non-employee directors as follows:

    Initial Grant of Restricted Stock.  On the date of the initial appointment or election of each non-employee director to the Board, he or she receives 20,000 restricted shares of Common Stock. The shares vest in full on the first day of the month in which the one year anniversary of the date of issuance occurs, with the shares being forfeited to the Company if the Board member's service is terminated prior to the vesting date.

    Annual Grant of Restricted Stock.  In addition, on the date of each annual meeting of stockholders at which directors are elected, each non-employee director who is either re-elected as a non-employee director or who continues in office as an incumbent non-employee director, will be issued 20,000 shares of restricted Common Stock. Such shares vest in full on January 1 of the next succeeding calendar year after the date of issuance, with the shares being forfeited to the Company if the Board member's service is terminated prior to the vesting date. During fiscal

102


      2008, our directors deferred receipt of the 20,000 share award provided for at the annual meeting.

Compensation of Directors



        The Board has adopted a director compensation policy regarding the Company's non-employee directors. Under this policy, our
non-employee directors receive cash compensation and equity awards, as described below. This policy may be changed by our Board of Directors from time to time. Directors who also are our
employees are not paid any fee or remuneration, as such, for their service on the Board of Directors or on any Board committee.



        
Cash Compensation.
    Each non-employee director is paid a quarterly retainer of $8,000, a
fee of $1,000 for each Board meeting which the Board member attends in person and a fee of $750 for each Board meeting which the Board member attends telephonically. The non-executive
Chairman of the Board also receives a supplemental quarterly retainer of $4,000. As the Chairman of the Board, Mr. Craig, who is currently an executive of the Company, does not receive this
quarterly retainer. Directors who served on Board committees (other than the chairman of such committee) are paid $750 for each committee meeting the Board member attends in person and a fee of $500
for each committee meeting which the Board member attends telephonically. Committee chairpersons are paid $1,000 for each committee meeting the chairperson attends, whether in person or
telephonically. On days on which there is a Board meeting and committee meeting that a Board member attends, the Board member shall be paid for both the Board meeting and the committee meeting. On
days on which there are more than one committee meeting that a board member attends, the Board member shall be paid for only one meeting. In addition, each non-employee director is
entitled to receive reimbursement for reasonable travel expenses for each Board or Board committee meeting that such non-employee director attends in person if the director resides 25
miles or more from the site of the meeting.



        
Equity-Based Awards.
    Our director compensation policy provides for equity awards to non-employee directors as follows:





    Initial Grant of Restricted Stock.  On the date of the
    initial appointment or election of each non-employee director to the Board, he or she receives 20,000 restricted shares of Common Stock. The shares vest in full on the first day of the
    month in which the one year anniversary of the date of issuance occurs, with the shares being forfeited to the Company if the Board member's service is terminated prior to the vesting date.



    Annual Grant of Restricted Stock.  In addition, on the date
    of each annual meeting of stockholders at which directors are elected, each non-employee director who is either re-elected as a non-employee director or who
    continues in office as an incumbent non-employee director, will be issued 20,000 shares of restricted Common Stock. Such shares vest in full on January 1 of the next succeeding
    calendar year after the date of issuance, with the shares being forfeited to the Company if the Board member's service is terminated prior to the vesting date. During fiscal


102











      2008,
      our directors deferred receipt of the 20,000 share award provided for at the annual meeting.






This excerpt taken from the EGR DEF 14A filed May 16, 2008.

Compensation of Directors

        The Board has adopted a director compensation policy regarding the Company's non-employee directors. Under this policy, our non-employee directors receive cash compensation and equity awards, as described below. This policy may be changed by our Board of Directors from time to time. Directors who also are our employees are not paid any fee or remuneration, as such, for their service on the Board of Directors or on any Board committee.

        Cash Compensation.    Each non-employee director is paid a quarterly retainer of $8,000, a fee of $1,000 for each Board meeting which the Board member attends in person and a fee of $750 for each Board meeting which the Board member attends telephonically. A non-executive Chairman of the Board, if any, also receives a supplemental quarterly retainer of $4,000. Directors who served on Board committees (other than the chairman of such committee) are paid $750 for each committee meeting the Board member attends in person and a fee of $500 for each committee meeting which the Board member attends telephonically. Committee chairpersons are paid $1,000 for each committee meeting the chairperson attends, whether in person or telephonically. On days on which there is a Board meeting and committee meeting that a Board member attends, the Board member shall be paid for both the Board meeting and the committee meeting. On days on which there are more than one committee meeting that a board member attends, the Board member shall be paid for only one meeting. In addition, each non-employee director is entitled to receive reimbursement for reasonable

44



travel expenses for each Board or Board committee meeting that such non-employee director attends in person if the director resides 25 miles or more from the site of the meeting.

        Equity-Based Awards.    Our director compensation policy provides for equity awards to non-employee directors as follows:

    Initial Grant of Restricted Stock.  On the date of the initial appointment or election of each non-employee director to the Board, he or she receives 20,000 restricted shares of Common Stock. The shares vest in full on the first day of the month in which the one year anniversary of the date of issuance occurs, with the shares being forfeited to the Company if the Board member's service is terminated prior to the vesting date

    Annual Grant of Restricted Stock.  In addition, on the date of each annual meeting of stockholders at which directors are elected, each non-employee director who is either re-elected as a non-employee director or who continues in office as an incumbent non-employee director, will be issued 20,000 shares of restricted Common Stock. Such shares vest in full on January 1 of the next succeeding calendar year after the date of issuance, with the shares being forfeited to the Company if the Board member's service is terminated prior to the vesting date.


Director Compensation Table for Fiscal 2007

        The following table sets forth summary information concerning compensation paid or accrued to the members of our Board of Directors (other than Mr. Boss, our former Chief Executive Officer, who is a named executive officer) for services rendered to us in all capacities for the fiscal year ended July 31, 2007. Mr. Rohn E. Crabtree, a current director of the Company, was first appointed to the Board on February 21, 2008 and most recently elected by the stockholders at the Annual Meeting of Stockholders held on March 27, 2008. He was not a director during fiscal 2007 and therefore not included in this table.

Name
  Fees Earned
or Paid
in Cash ($)

  Stock
Awards ($)(1)

  Option
Awards ($)(2)

  All Other
Compensation ($)

  Total ($)
Charles E. Bayless   $ 61,528   $ 23,165   $ 12,070   $   $ 96,763
Gary J. Hessenauer   $ 60,750   $ 23,165   $ 12,070   $   $ 95,985
Mark S. Juergensen   $ 63,492   $ 23,165   $ 12,070   $   $ 98,727
Dennis R. Leibel   $ 60,250   $ 23,165   $ 12,070   $   $ 95,485
Robert C. Perkins   $ 84,000   $ 23,165   $ 12,070   $   $ 119,235

(1)
The value reported above in the "Stock Awards" column is the amount we recognized for stock awards during fiscal 2007 for each director calculated in accordance with SFAS No. 123(R). See Note 2 to the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for fiscal 2007 for a discussion of assumptions made in determining the grant date fair value and compensation expense of our restricted stock awards. On January 25, 2007, each non-employee received a grant of 20,000 shares of restricted Common Stock with a grant date fair market value of $1.41.

(2)
The value reported above in the "Option Awards" column is the amount we recognized for stock options during fiscal 2007 for each director calculated in accordance with SFAS No. 123(R). See Note 2 to the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K relating to fiscal 2007 for a discussion of assumptions made in determining the stock option expense.

45


        The aggregate number of stock options and shares of Common Stock outstanding for each non-executive director as of July 31, 2007 is indicated in the table below.

Non-Executive Directors

  Stock Options(1)
  Restricted Shares(2)
Charles E. Bayless   120,000   132,000
Gary J. Hessenauer   70,000   30,000
Mark S. Juergensen   157,500   50,000
Dennis R. Leibel   20,000   30,000
Robert C. Perkins   470,000   235,000

      (1)
      All stock options outstanding as of July 31, 2007 have fully vested.

      (2)
      All restricted shares have fully vested.
This excerpt taken from the EGR DEF 14A filed Feb 27, 2008.

Compensation of Directors

        The Board has adopted a director compensation policy regarding the Company's non-employee directors. Under this policy, our non-employee directors receive cash compensation and equity awards, as described below. This policy may be changed by our Board of Directors from time to time. Directors who also are our employees are not paid any fee or remuneration, as such, for their service on the Board of Directors or on any Board committee.

        Cash Compensation.    Each non-employee director is paid a quarterly retainer of $8,000, a fee of $1,000 for each Board meeting which the Board member attends in person and a fee of $750 for each Board meeting which the Board member attends telephonically. The non-executive Chairman of the Board also receives a supplemental quarterly retainer of $4,000. Directors who served on Board committees (other than the chairman of such committee) are paid $750 for each committee meeting the Board member attends in person and a fee of $500 for each committee meeting which the Board member attends telephonically. Committee chairpersons are paid $1,000 for each committee meeting the chairperson attends, whether in person or telephonically. On days on which there is a Board meeting and committee meeting that a Board member attends, the Board member shall be paid for both the Board meeting and the committee meeting. On days on which there are more than one committee meeting that a board member attends, the Board member shall be paid for only one meeting. In addition, each non-employee director is entitled to receive reimbursement for reasonable travel expenses for each Board or Board committee meeting that such non-employee director attends in person if the director resides 25 miles or more from the site of the meeting.

        Equity-Based Awards.    Our director compensation policy provides for equity awards to non-employee directors as follows:

    Initial Grant of Restricted Stock.  On the date of the initial appointment or election of each non-employee director to the Board, he or she receives 20,000 restricted shares of Common Stock. The shares vest in full on the first day of the month in which the one year anniversary of the date of issuance occurs, with the shares being forfeited to the Company if the Board member's service is terminated prior to the vesting date.

    Annual Grant of Restricted Stock.  In addition, on the date of each annual meeting of stockholders at which directors are elected, each non-employee director who is either re-elected as a non-employee director or who continues in office as an incumbent non-employee director, will be issued 20,000 shares of restricted Common Stock. Such shares vest in full on January 1 of the next succeeding calendar year after the date of issuance, with the shares being forfeited to the Company if the Board member's service is terminated prior to the vesting date.

18



Director Compensation Table for Fiscal 2007

        The following table sets forth summary information concerning compensation paid or accrued to the members of our Board of Directors (other than Mr. Boss, our former Chief Executive Officer, who is a named executive officer) for services rendered to us in all capacities for the fiscal year ended July 31, 2007.

Name

  Fees Earned
or Paid
in Cash ($)

  Stock
Awards ($)(1)

  Option
Awards ($)(2)

  All Other
Compensation ($)

  Total ($)
Charles E. Bayless   $ 61,528   $ 23,165   $ 12,070   $   $ 96,763
Gary J. Hessenauer   $ 60,750   $ 23,165   $ 12,070   $   $ 95,985
Mark S. Juergensen   $ 63,492   $ 23,165   $ 12,070   $   $ 98,727
Dennis R. Leibel   $ 60,250   $ 23,165   $ 12,070   $   $ 95,485
Robert C. Perkins   $ 84,000   $ 23,165   $ 12,070   $   $ 119,235

(1)
The value reported above in the "Stock Awards" column is the amount we recognized for stock awards during fiscal 2007 for each director calculated in accordance with SFAS No. 123(R). See Note 2 to the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for fiscal 2007 for a discussion of assumptions made in determining the grant date fair value and compensation expense of our restricted stock awards.

(2)
The value reported above in the "Option Awards" column is the amount we recognized for stock options during fiscal 2007 for each director calculated in accordance with SFAS No. 123(R). See Note 2 to the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K relating to fiscal 2007 for a discussion of assumptions made in determining the stock option expense.

19



EXECUTIVE COMPENSATION

This excerpt taken from the EGR 10-K filed Dec 12, 2006.
Compensation of Directors
 
Directors who also are our employees are not paid any fees or remuneration, as such, for their service on the Board of Directors or on any Board committee. In May 2006, our Board adopted the following directors’ compensation policy with respect to the Company’s non-employee directors. These policies were adopted by the Board, and may be changed from time-to-time by the Board.
 
Cash Compensation.  Each non-employee director is paid a quarterly retainer of $8,000, a fee of $1,000 for each Board meeting which the Board member attends in person and a fee of $750 for each Board meeting which the Board member attends telephonically. The non-executive Chairman of the Board also receives a supplemental quarterly retainer of $4,000. Directors who served on Board committees (other than the chairman of such committee) are paid $750 for each committee meeting the Board member attends in person and a fee of $500 for each Committee meeting which the Board member attends telephonically. Committee chairpersons are paid $1,000 for each committee meeting the chairperson attends, whether in person or telephonically. In addition, each non-employee director is entitled to receive reimbursement for reasonable travel expenses in accordance with the Company’s travel expense policy with respect to each Board or Board committee meeting that such non-employee director attends in person if the director resides 25 miles or more from the site of the meeting.
 
Equity-Based Awards.  Following the initial appointment or election of each non-employee director to the Board, he or she will be (a) issued 10,000 restricted shares of common stock pursuant to the Commerce Energy Group, Inc. 2006 Stock Incentive Plan, or the SIP, or any successor plan, and such shares will vest in full on the first day of the month in which the one year anniversary of the date of issuance occurs with any unvested shares being forfeited to the Company if the Board member’s service is terminated, and (b) granted an option to purchase 20,000 shares of common stock pursuant to the SIP or any successor plan.
 
In addition, on or following the date of each annual meeting of stockholders at which directors are elected, each non-employee director who is either re-elected as a non-employee director or who continues in office as an incumbent non-employee director, will be (a) issued 10,000 shares of restricted common stock pursuant to the SIP or any successor plan and such shares will vest in full on January 1 of the next succeeding calendar year after the date of issuance with any unvested shares being forfeited to the Company if the Board member’s service is terminated, and (b) granted an option to purchase 20,000 shares of common stock pursuant to the SIP or any successor plan.
 
Any options granted to non-employee directors under this policy have the following terms and conditions: (a) the options are subject to all terms and conditions of the SIP or any successor plan; (b) the options vest quarterly at a rate of one quarter (1/4) of the amount of the grant on each three-month anniversary of the date of grant, with any unvested options being forfeited if the Board member’s service is terminated; (c) the options have a term of 6 years from the date of grant; (d) any vested options may be exercised during the time the Board member is serving as a director or after he or she ceases to be a director prior to the expiration of the term of the option; and (e) the exercise price per share is 100% of the fair market value of the Company’s common stock on the date of grant.
 
On May 12, 2006, the Board acting pursuant to the foregoing policies granted nonqualified stock options and issued shares of restricted common stock under the SIP to Charles E. Bayless, Gary J. Hessenauer, Mark S. Juergensen, Dennis R. Leibel and Robert C. Perkins, each a non-employee director of the Company. Each non-employee director was issued 10,000 shares of restricted common stock pursuant to the SIP, which will vest in full on January 1, 2007; and granted an option to purchase 20,000 shares of common stock pursuant to the SIP at an


48


Table of Contents

exercise price per share of $1.17 per share, equal to 100% of the fair market value of the common stock on the date of grant.
 
On August 29, 2005, pursuant to a Board Compensation policy in effect at that time, the Board granted to Gary J. Hessenauer an option to purchase 50,000 shares of common stock pursuant to the Commonwealth 1999 Equity Incentive Plan following his initial appointment to the Board. The exercise price per share was $1.80, equal the cash value of a share of our common stock on the date, a price in excess of the fair market value on the date of grant. The option vests quarterly at the rate of 12,500 shares on each three month anniversary of the date of grant. The option has a term of ten years, from the date of grant.
 
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 
The information with respect to each person specified is as supplied or confirmed by such person, based upon statements filed with the Securities and Exchange Commission, or based upon our actual knowledge.
 
This excerpt taken from the EGR 10-K filed Oct 30, 2006.
Compensation of Directors
 
Directors who also are our employees are not paid any fees or remuneration, as such, for their service on the Board of Directors or on any Board committee. In May 2006, our Board adopted the following directors’ compensation policy with respect to the Company’s non-employee directors. These policies were adopted by the Board, and may be changed from time-to-time by the Board.
 
Cash Compensation.  Each non-employee director is paid a quarterly retainer of $8,000, a fee of $1,000 for each Board meeting which the Board member attends in person and a fee of $750 for each Board meeting which the Board member attends telephonically. The non-executive Chairman of the Board also receives a supplemental quarterly retainer of $4,000. Directors who served on Board committees (other than the chairman of such committee) are paid $750 for each committee meeting the Board member attends in person and a fee of $500 for each Committee meeting which the Board member attends telephonically. Committee chairpersons are paid $1,000 for each committee meeting the chairperson attends, whether in person or telephonically. In addition, each non-employee director is entitled to receive reimbursement for reasonable travel expenses in accordance with the Company’s travel expense policy with respect to each Board or Board committee meeting that such non-employee director attends in person if the director resides 25 miles or more from the site of the meeting.
 
Equity-Based Awards.  Following the initial appointment or election of each non-employee director to the Board, he or she will be (a) issued 10,000 restricted shares of common stock pursuant to the Commerce Energy Group, Inc. 2006 Stock Incentive Plan, or the SIP, or any successor plan, and such shares will vest in full on the first day of the month in which the one year anniversary of the date of issuance occurs with any unvested shares being forfeited to the Company if the Board member’s service is terminated, and (b) granted an option to purchase 20,000 shares of common stock pursuant to the SIP or any successor plan.
 
In addition, on or following the date of each annual meeting of stockholders at which directors are elected, each non-employee director who is either re-elected as a non-employee director or who continues in office as an incumbent non-employee director, will be (a) issued 10,000 shares of restricted common stock pursuant to the SIP or any successor plan and such shares will vest in full on January 1 of the next succeeding calendar year after the date of issuance with any unvested shares being forfeited to the Company if the Board member’s service is terminated, and (b) granted an option to purchase 20,000 shares of common stock pursuant to the SIP or any successor plan.
 
Any options granted to non-employee directors under this policy have the following terms and conditions: (a) the options are subject to all terms and conditions of the SIP or any successor plan; (b) the options vest quarterly at a rate of one quarter (1/4) of the amount of the grant on each three-month anniversary of the date of grant, with any unvested options being forfeited if the Board member’s service is terminated; (c) the options have a term of 6 years from the date of grant; (d) any vested options may be exercised during the time the Board member is serving as a director or after he or she ceases to be a director prior to the expiration of the term of the option; and (e) the exercise price per share is 100% of the fair market value of the Company’s common stock on the date of grant.
 
On May 12, 2006, the Board acting pursuant to the foregoing policies granted nonqualified stock options and issued shares of restricted common stock under the SIP to Charles E. Bayless, Gary J. Hessenauer, Mark S. Juergensen, Dennis R. Leibel and Robert C. Perkins, each a non-employee director of the Company. Each non-employee director was issued 10,000 shares of restricted common stock pursuant to the SIP, which will vest in full on January 1, 2007; and granted an option to purchase 20,000 shares of common stock pursuant to the SIP at an exercise price per share of $1.17 per share, equal to 100% of the fair market value of the common stock on the date of grant.
 
On August 29, 2005, pursuant to a Board Compensation policy in effect at that time, the Board granted to Gary J. Hessenauer an option to purchase 50,000 shares of common stock pursuant to the Commonwealth 1999


48


Table of Contents

Equity Incentive Plan following his initial appointment to the Board. The exercise price per share was $1.80, equal the cash value of a share of our common stock on the date, a price in excess of the fair market value on the date of grant. The option vests quarterly at the rate of 12,500 shares on each three month anniversary of the date of grant. The option has a term of ten years, from the date of grant.
 
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 
The information with respect to each person specified is as supplied or confirmed by such person, based upon statements filed with the Securities and Exchange Commission, or based upon our actual knowledge.
 
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki