CNST » Topics » Director Compensation

This excerpt taken from the CNST DEF 14A filed Apr 2, 2008.

Director Compensation

Compensation arrangements for our Board of Directors are described below. The tables below include compensation information for Mr. William Little, who retired from our Board of Directors during 2007. Our Chief Executive Officer serves on our Board of Directors, but he does not receive any compensation for such service.

 

Name

   Fees
Earned
or Paid
in Cash

($)
   Stock
Awards
($)
    Total
($)

James A. Lewis

   52,600    3,152     55,752

William G. Little

   17,294    (1,336 )   15,958

Michael D. McDaniel

   40,480    513     40,993

Frank J. Mechura

   42,600    3,152     45,752

John P. Neafsey

   101,500    4,920     106,420

Angus F. Smith

   82,100    3,152     85,252

A. Alexander Taylor

   72,100    3,152     75,252

We have granted our non-employee directors shares of restricted stock as set forth in the table below. These grants account for the expense recognized in our 2007 financial statements as shown in the Director Compensation Table under the “Stock Awards” column. These shares have been granted under our 2002 Non-Employee Directors’ Equity Incentive Plan. Each grant vests in equal annual installments over three years, subject to the director’s continued service on our Board of Directors. Upon a change in control, all shares immediately become fully vested. We have not granted any stock options to our non-employee directors.

 

Name

  

Total Awards

James A. Lewis

   3,750, of which 1,500 are unvested

William G. Little

   3,000, of which 1,500 were vested at the time of Mr. Little’s resignation from the Board of Directors and the balance were surrendered to the Company.

Michael D. McDaniel

   750, of which all are unvested

Frank J. Mechura

   3,750, of which 1,500 are unvested

John P. Neafsey

   4,750, of which 2,001 are unvested

Angus F. Smith

   3,750, of which 1,500 are unvested

A. Alexander Taylor

   3,750, of which 1,500 are unvested

Our non-employee directors currently participate in trading programs under Rule 10b5-1 of the Securities Exchange Act of 1934. Under the current program, each director makes a quarterly open market purchase of $4,725 worth of our Common Stock, except that Mr. Neafsey and Mr. McDaniel make quarterly purchases equal to $7,500 worth of Common Stock (in each case, net of brokerage commissions). The funds for these purchases are paid by the Company and are included in the “Director Compensation” table above under the column heading “Fees Earned or Paid in Cash.”

 

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We pay our non-employee directors the following annual retainers and fees for attended meetings:

 

Position

   Annual
Retainer
($)
   Attendance Fee for
Board or Applicable
Committee Meeting
($)

Chairman of the Board of Directors

   91,500    2,000

Non-Chairman Director

   56,500    1,000

Chairman of the Audit Committee

   14,000    2,000

Non-Chairman Member of the Audit Committee

   3,500    1,500

Chairman of the Compensation Committee

   5,000    1,500

Non-Chairman Member of the Compensation Committee

   2,500    1,000

Chairman of the Nominating and Corporate Governance Committee

   5,000    1,500

Non-Chairman Member of the Nominating and Corporate Governance Committee

   2,500    1,000

Notwithstanding the foregoing, each Committee has a maximum number of meetings per year for which attendance fees are payable. Committee meetings above the applicable maximum may be held, but no attendance fees are payable for such meetings. Attendance fees are payable for up to 12 Audit Committee meetings per year, up to three Compensation Committee meetings per year, and up to two Nominating and Corporate Governance Committee meetings per year.

In addition, all directors are reimbursed for travel expenses incurred in connection with Board of Directors and committee meetings.

Mr. Neafsey is the Chairman of our Board of Directors and the Chairman of our Nominating and Corporate Governance Committee. In recognition of this dual service, since the second quarter of 2006 no annual retainer has been payable to Mr. Neafsey for his service as Chairman of our Nominating and Corporate Governance Committee.

 

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This excerpt taken from the CNST 8-K filed Feb 2, 2005.

Director Compensation

 

We pay our non-employee directors the following annual retainers and fees for attended meetings:

 

Position


   Annual
Retainer


   Attendance Fee for
Board or Applicable
Committee Meeting


Chairman of the Board of Directors

   $ 91,500    $ 2,000

Non-Chairman Director

   $ 56,500    $ 1,000

Chairman of the Audit Committee

   $ 7,000    $ 2,000

Non-Chairman Member of the Audit Committee

   $ 3,500    $ 1,500

Chairman of the Compensation Committee

   $ 5,000    $ 1,500

Non-Chairman Member of the Compensation Committee

   $ 2,500    $ 1,000

Chairman of the Nominating and Corporate Governance Committee

   $ 5,000    $ 1,500

Non-Chairman Member of the Nominating and Corporate Governance Committee

   $ 2,500    $ 1,000

 

$18,900 of each director’s annual retainer will be applied in 2005 and 2006 to purchase our common stock on the open market pursuant to Rule 10b5-1 trading programs.

 

We also intend to annually grant 1,000 shares of restricted stock to the Chairman of our board of directors and 750 shares of restricted stock to all other non-employee directors under our Non-Employee Directors’ Equity Incentive Plan.

 

We do not pay fees or make stock grants to employee directors for their service as directors; however, all directors are reimbursed for travel expenses incurred in connection with board of director and committee meetings.

 

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EXCERPTS ON THIS PAGE:

DEF 14A
Apr 2, 2008
8-K
Feb 2, 2005
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