HSKA » Topics » DIRECTOR COMPENSATION

This excerpt taken from the HSKA DEF 14A filed Apr 6, 2009.

DIRECTOR COMPENSATION

 

The form and amount of compensation paid to the non-employee Directors is reviewed from time to time by our Corporate Governance Committee, which currently is reviewing the method and level of Director compensation and may approve corresponding changes to take effect prior to year end.  Any revisions to our Director Compensation policy have been recommended by our Corporate Governance Committee and approved by our Board.

 

In 2008, our sole employee Director did not receive any separate compensation for his Board activities.  Non-employee Directors received the compensation described below.

 

On each date of our Annual Meeting, each continuing non-employee Director who was a Director immediately prior to the Annual Meeting automatically receives options valued at $37,500 to purchase shares of our common stock, subject to a maximum grant of options to purchase 50,000 shares of our common stock.  These grants are to be immediately exercisable and to vest in full on the earlier of (i) the one year anniversary of the date of grant and (ii) the date immediately preceding the date of the Annual Meeting for the year following the year of grant for the award.  Any new non-employee Directors appointed or elected to our Board will be automatically granted options valued at $37,500 to purchase shares of our common stock, subject to a maximum grant of option to purchase 50,000 shares of our common stock.  Any such grant is to be immediately exercisable and to vest over a period of four years in equal annual installments.  The value for options granted pursuant to this paragraph is to be determined pursuant to our option valuation policy at the time of issuance.

 

Each non-employee Director is also entitled to an annual cash retainer in the amount of $20,000.  The Company pays the annual retainer in advance, in quarterly installments on the first business day of each calendar quarter, subject to the non-employee Director’s continued service to the Company as a non-employee Director on such date.

 

In addition, each non-employee Director who serves as Chairperson of a Board Committee is entitled to an annual cash retainer in the amount of $5,000 (the “Chair Retainer”).  The Chair Retainer is to be reduced from $5,000 to $2,500, effective July 1, 2009.  The Company pays the Chair Retainer in advance, in quarterly installments on the first business day of each calendar quarter, subject to the non-employee Director’s continued service as Chairperson of such Committee.  Each non-employee Director who serves on a Board Committee will be entitled to an annual cash retainer of $2,500 (the “Committee Retainer”).  A non-employee Director who is also the Chairperson of a Committee shall be entitled to the Committee Retainer in addition to the Chair Retainer.  The Company pays the Committee Retainer in advance, in quarterly installments on the first business day of each calendar quarter, subject to the non-employee Director’s continued service as a member of such Committee.  Non-employee Directors will also continue to be reimbursed for customary and usual travel expenses.

 

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The following tables provide information for fiscal 2008 compensation for non-employee Directors who served during fiscal 2008.

 

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

DIRECTOR COMPENSATION

 

The form and amount of compensation paid to the non-employee Directors is reviewed from time to time by our Corporate Governance and our Compensation Committees.  Any revisions to our Director Compensation policy have been approved by our Corporate Governance Committee, our Compensation Committee and our Board.  On March 5, 2007, we amended our Director Compensation Policy with the amended policy to be effective July 1, 2007.

 

In 2007, no employee Director received any separate compensation for their Board activities.  Non-employee Directors received the compensation described below.

 

On each date of our Annual Meeting, each continuing non-employee Director who was a Director immediately prior to the Annual Meeting automatically receives options valued at $37,500 to purchase shares of our common stock, subject to a maximum grant of options to purchase 50,000 shares of our common stock.  These grants are to be immediately exercisable and to vest in full on the earlier of (i) the one year anniversary of the date of grant and (ii) the date immediately preceding the date of the Annual Meeting for the year following the year of grant for the award.  Any new non-employee Directors appointed or elected to our Board will be automatically granted options valued at $37,500 to purchase shares of our common stock, subject to a maximum grant of option to purchase 50,000 shares of our common stock.  Any such grant is to be immediately exercisable and to vest over a period of four years in equal annual installments.  The value for options granted pursuant to this paragraph is to be determined pursuant to our option valuation policy at the time of issuance.

 

Each non-employee Director is also entitled to an annual cash retainer in the amount of $20,000.  The Company pays the annual retainer in advance, in quarterly installments on the first business day of each calendar quarter, subject to the non-employee Director’s continued service to the Company as a non-employee Director on such date.

 

In addition, commencing July 1, 2007 each non-employee Director who serves as Chairperson of a Board Committee is entitled to an annual cash retainer in the amount of $5,000 (the “Chair Retainer”).  The Company pays the Chair Retainer in advance, in quarterly installments on the first business day of each calendar quarter, subject to the non-employee Director’s continued service as Chairperson of such Committee.  Each non-employee Director who serves on a Board Committee will be entitled to an annual cash retainer of $2,500 (the “Committee Retainer”).  A non-employee Director who is also the Chairperson of a Committee shall be entitled to the Committee Retainer in addition to the Chair Retainer.  The Company pays the Committee Retainer in advance, in quarterly installments on the first business day of each calendar quarter, subject to the non-employee Director’s continued service as a member of such Committee.  Non–employee Directors will also continue to be reimbursed for customary and usual travel expenses.

 

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The following tables provide information for fiscal 2007 compensation for non-employee Directors who served during fiscal 2007.

 

This excerpt taken from the HSKA DEF 14A filed Apr 3, 2007.
                2007 Director Compensation. Effective January 1, 2007, on each date of our Annual Meeting, each continuing non-employee Director who was a Director immediately prior to the Annual Meeting will automatically receive options valued at $37,500 to purchase shares of our common stock, subject to a maximum grant of options to purchase 50,000 shares of our common stock.  These grants are to be immediately exercisable and to vest in full on the earlier of (i) the one year anniversary of the date of grant and (ii) the date immediately preceding the date of the Annual Meeting for the year following the year of grant for the award. Any new non-employee Directors appointed or elected to our Board will be automatically granted options valued at $37,500 to purchase shares of our common stock, subject to a maximum grant of option to purchase 50,000 shares of our common stock. Any such grant is to vest over a period of four years in equal annual installments.  The value for options granted pursuant to this paragraph is to be determined pursuant to our option valuation policy at the time of issuance.

                Effective January 1, 2007, each non-employee Director shall be entitled to an annual cash retainer in the amount of $20,000.  The Company shall pay the annual retainer in advance, in quarterly installments on the first business day of each calendar quarter, subject to the non-employee Director’s continued service to the Company as a non-employee Director on such date.

                In addition, commencing July 1, 2007 each non-employee Director who serves as Chairperson of a Board Committee will be entitled to an annual cash retainer in the amount of $5,000 (the “Chair Retainer”).  The Company shall pay the Chair Retainer in advance, in quarterly installments on the first business day of each calendar quarter, subject to the non-employee Director’s continued service as Chairperson of such Committee.    Each non-employee Director who will serve on a Board Committee will be entitled to an annual cash retainer of $2,500 (the “Committee Retainer”).  A non-employee Director who is also the Chairperson of a Committee shall be entitled to the Committee Retainer in addition to the Chair Retainer.  The Company shall pay the Committee Retainer in advance, in quarterly installments on the first business day of each calendar quarter, subject to the non-employee Director’s continued service as a member of such Committee.    Non-employee Directors will also continue to be reimbursed for customary and usual travel expenses.

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This excerpt taken from the HSKA DEF 14A filed Apr 7, 2006.
2006 Director Compensation.  Effective January 1, 2006, on each date of our Annual Meeting, each continuing non-employee Director who was a Director at the end of the immediately preceding calendar year will automatically receive options valued at $30,000 to purchase shares of our common stock, subject to a maximum grant of options to purchase 40,000 shares in any given calendar year.  These grants will vest on the first anniversary of the date of grant.  Any new non-employee Director elected or appointed to our Board will be automatically granted options valued at $30,000 to purchase shares of our common stock, subject to a maximum grant of options to purchase 40,000 shares in any given calendar year, which will vest in equal annual intervals over a four year period.  No new non-employee Director may receive an initial grant and the annual grant for continuing Directors in the same year.

 

In addition, each non-employee Director who will serve as Chairperson of a Board Committee will automatically receive additional options valued at $2,000 to purchase shares of our common stock, subject to a maximum grant of options to purchase 2,000 shares in any given calendar year, and each non-employee Director who will serve on a Board Committee, including as Chairperson, will automatically receive additional options valued at $1,000 to purchase shares of our common stock, subject to a maximum grant of options to purchase 2,000 shares in any given calendar year.  These annual grants will vest on the first anniversary of the date of grant. 

 

Non-employee Directors will continue to choose, on an annual basis, whether to receive fees for meeting attendance in the form of cash payment or equity as fully vested stock options.  Non-employee Directors will continue to receive a fee of $2,000, in cash or equity, per day for each in-person Board and Committee meeting attended and $500, in cash or equity, per day for each telephonic Board and Committee meeting attended.  Effective January 1, 2006, the value for all options to purchase shares of our common stock issued to non-employee Directors in accordance with the above will be determined pursuant to the Company’s option valuation policy at the time of issuance.  Non-employee Directors will also continue to be reimbursed for customary and usual travel expenses.

 

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