HPGP » Topics » DIRECTOR COMPENSATION

These excerpts taken from the HPGP 10-K filed Mar 9, 2009.

DIRECTOR COMPENSATION

Name
  Annual
Base Fee(1)
($)
  Committee
Fees ($)
  Restricted
Unit
Awards(2)
($)
  Restricted
Unit
Distributions(3)
($)
  Total
($)
 

Michael L. Greenwood

  $ 31,000   $ 9,000   $ 15,555   $ 1,127   $ 56,682  

Edward D. Doherty

  $ 31,000   $ 4,000   $ 15,555   $ 1,127   $ 51,682  

Rayford T. Reid

  $ 31,000   $ 3,000   $ 15,555   $ 1,127   $ 50,682  

Shelby E. Odell(4)

  $ 31,000   $ 4,000   $ 15,555   $ 1,127   $ 51,682  

Dr. Cheryl L. Evans

  $ 31,000   $ 2,000   $ 15,555   $ 1,127   $ 49,682  

Dr. Bobby B. Lyle

  $ 31,000   $ 7,500   $ 15,555   $ 1,127   $ 55,182  

(1)
Includes an annual base fee of $25,000 per director plus $1,500 per director for each quarterly board of directors meeting attended.

(2)
The value shown is the number of restricted units granted in 2008 times the closing price of our units on the day of grant. The value given does not reflect a reduction for the fact that the shares are subject to potential forfeiture in the event the director leaves the board before the four-year vesting period. All six non-employee directors each received 1,000 restricted units each on their anniversary date.

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(3)
Represents the aggregate cash distributions paid at the time the units vested on all restricted units held by the director.

(4)
Shelby Odell resigned from the board of directors of our general partner on January 21, 2009 so that he would be eligible to serve as a member of the conflicts committee of the board of directors of Hiland Partners' general partner.

        No additional remuneration is paid to officers of our general partner who also serve as directors. Our independent directors receive (a) a $25,000 annual cash retainer fee, (b) $1,500 for each regularly scheduled meeting attended, (c) $750 for each special meeting attended, (d) 2,000 restricted units upon becoming a director and 1,000 restricted units on each anniversary date of becoming a director and (e) during 2007, CEO search committee fees to secure a replacement for our CEO who resigned in April 2007. The restricted units vest in quarterly increments on the anniversary of the grant date over a period of four years. In addition to the foregoing, each director who serves on a committee receives $1,000 for each committee meeting attended, the chairman of our audit committee receives an annual retainer of $5,000 and the chairman of our other committees receive an annual retainer of $2,500. In addition, each independent director is reimbursed for his out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director is fully indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law.

DIRECTOR COMPENSATION

Name
  Annual
Base Fee(1)
($)
  Committee
Fees ($)
  Restricted
Unit
Awards(2)
($)
  Restricted
Unit
Distributions(3)
($)
  Total
($)
 

Michael L. Greenwood

  $ 31,000   $ 9,000   $ 15,555   $ 1,127   $ 56,682  

Edward D. Doherty

  $ 31,000   $ 4,000   $ 15,555   $ 1,127   $ 51,682  

Rayford T. Reid

  $ 31,000   $ 3,000   $ 15,555   $ 1,127   $ 50,682  

Shelby E. Odell(4)

  $ 31,000   $ 4,000   $ 15,555   $ 1,127   $ 51,682  

Dr. Cheryl L. Evans

  $ 31,000   $ 2,000   $ 15,555   $ 1,127   $ 49,682  

Dr. Bobby B. Lyle

  $ 31,000   $ 7,500   $ 15,555   $ 1,127   $ 55,182  

(1)
Includes an annual base fee of $25,000 per director plus $1,500 per director for each quarterly board of directors meeting attended.

(2)
The value shown is the number of restricted units granted in 2008 times the closing price of our units on the day of grant. The value given does not reflect a reduction for the fact that the shares are subject to potential forfeiture in the event the director leaves the board before the four-year vesting period. All six non-employee directors each received 1,000 restricted units each on their anniversary date.

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Table of Contents

(3)
Represents the aggregate cash distributions paid at the time the units vested on all restricted units held by the director.

(4)
Shelby Odell resigned from the board of directors of our general partner on January 21, 2009 so that he would be eligible to serve as a member of the conflicts committee of the board of directors of Hiland Partners' general partner.

        No additional remuneration is paid to officers of our general partner who also serve as directors. Our independent directors receive (a) a $25,000 annual cash retainer fee, (b) $1,500 for each regularly scheduled meeting attended, (c) $750 for each special meeting attended, (d) 2,000 restricted units upon becoming a director and 1,000 restricted units on each anniversary date of becoming a director and (e) during 2007, CEO search committee fees to secure a replacement for our CEO who resigned in April 2007. The restricted units vest in quarterly increments on the anniversary of the grant date over a period of four years. In addition to the foregoing, each director who serves on a committee receives $1,000 for each committee meeting attended, the chairman of our audit committee receives an annual retainer of $5,000 and the chairman of our other committees receive an annual retainer of $2,500. In addition, each independent director is reimbursed for his out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director is fully indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law.

DIRECTOR COMPENSATION

























































































































































Name




 Annual

Base Fee(1)

($)
 Committee

Fees ($)
 Restricted

Unit

Awards(2)

($)
 Restricted

Unit

Distributions(3)

($)
 Total

($)
 

Michael L. Greenwood

 $31,000 $9,000 $15,555 $1,127 $56,682 

Edward D. Doherty

 $31,000 $4,000 $15,555 $1,127 $51,682 

Rayford T. Reid

 $31,000 $3,000 $15,555 $1,127 $50,682 

Shelby E. Odell(4)

 $31,000 $4,000 $15,555 $1,127 $51,682 

Dr. Cheryl L. Evans

 $31,000 $2,000 $15,555 $1,127 $49,682 

Dr. Bobby B. Lyle

 $31,000 $7,500 $15,555 $1,127 $55,182 










(1)
Includes
an annual base fee of $25,000 per director plus $1,500 per director for each quarterly board of directors meeting attended.


(2)
The
value shown is the number of restricted units granted in 2008 times the closing price of our units on the day of grant. The value given does not reflect
a reduction for the fact that the shares are subject to potential forfeiture in the event the director leaves the board before the four-year vesting period. All six
non-employee directors each received 1,000 restricted units each on their anniversary date.

110









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(3)
Represents
the aggregate cash distributions paid at the time the units vested on all restricted units held by the director.


(4)
Shelby
Odell resigned from the board of directors of our general partner on January 21, 2009 so that he would be eligible to serve as a member of the
conflicts committee of the board of directors of Hiland Partners' general partner.


        No
additional remuneration is paid to officers of our general partner who also serve as directors. Our independent directors receive (a) a $25,000 annual cash retainer fee,
(b) $1,500 for each regularly scheduled meeting attended, (c) $750 for each special meeting attended, (d) 2,000 restricted units upon becoming a director and 1,000 restricted
units on each anniversary date of becoming a director and (e) during 2007, CEO search committee fees to secure a replacement for our CEO who resigned in April 2007. The restricted units
vest in quarterly increments on the anniversary of the grant date over a period of four years. In addition to the foregoing, each director who serves on a committee receives $1,000 for each committee
meeting attended, the chairman of our audit committee receives an annual retainer of $5,000 and the chairman of our other committees receive an annual retainer of $2,500. In addition, each independent
director is reimbursed for his out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director is fully indemnified for his
actions associated with being a director to the fullest extent permitted under Delaware law.




DIRECTOR COMPENSATION

























































































































































Name




 Annual

Base Fee(1)

($)
 Committee

Fees ($)
 Restricted

Unit

Awards(2)

($)
 Restricted

Unit

Distributions(3)

($)
 Total

($)
 

Michael L. Greenwood

 $31,000 $9,000 $15,555 $1,127 $56,682 

Edward D. Doherty

 $31,000 $4,000 $15,555 $1,127 $51,682 

Rayford T. Reid

 $31,000 $3,000 $15,555 $1,127 $50,682 

Shelby E. Odell(4)

 $31,000 $4,000 $15,555 $1,127 $51,682 

Dr. Cheryl L. Evans

 $31,000 $2,000 $15,555 $1,127 $49,682 

Dr. Bobby B. Lyle

 $31,000 $7,500 $15,555 $1,127 $55,182 










(1)
Includes
an annual base fee of $25,000 per director plus $1,500 per director for each quarterly board of directors meeting attended.


(2)
The
value shown is the number of restricted units granted in 2008 times the closing price of our units on the day of grant. The value given does not reflect
a reduction for the fact that the shares are subject to potential forfeiture in the event the director leaves the board before the four-year vesting period. All six
non-employee directors each received 1,000 restricted units each on their anniversary date.

110









HREF="#bg11801a_main_toc">Table of Contents




(3)
Represents
the aggregate cash distributions paid at the time the units vested on all restricted units held by the director.


(4)
Shelby
Odell resigned from the board of directors of our general partner on January 21, 2009 so that he would be eligible to serve as a member of the
conflicts committee of the board of directors of Hiland Partners' general partner.


        No
additional remuneration is paid to officers of our general partner who also serve as directors. Our independent directors receive (a) a $25,000 annual cash retainer fee,
(b) $1,500 for each regularly scheduled meeting attended, (c) $750 for each special meeting attended, (d) 2,000 restricted units upon becoming a director and 1,000 restricted
units on each anniversary date of becoming a director and (e) during 2007, CEO search committee fees to secure a replacement for our CEO who resigned in April 2007. The restricted units
vest in quarterly increments on the anniversary of the grant date over a period of four years. In addition to the foregoing, each director who serves on a committee receives $1,000 for each committee
meeting attended, the chairman of our audit committee receives an annual retainer of $5,000 and the chairman of our other committees receive an annual retainer of $2,500. In addition, each independent
director is reimbursed for his out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director is fully indemnified for his
actions associated with being a director to the fullest extent permitted under Delaware law.




DIRECTOR COMPENSATION

























































































































































Name




 Annual

Base Fee(1)

($)
 Committee

Fees ($)
 Restricted

Unit

Awards(2)

($)
 Restricted

Unit

Distributions(3)

($)
 Total

($)
 

Michael L. Greenwood

 $31,000 $9,000 $15,555 $1,127 $56,682 

Edward D. Doherty

 $31,000 $4,000 $15,555 $1,127 $51,682 

Rayford T. Reid

 $31,000 $3,000 $15,555 $1,127 $50,682 

Shelby E. Odell(4)

 $31,000 $4,000 $15,555 $1,127 $51,682 

Dr. Cheryl L. Evans

 $31,000 $2,000 $15,555 $1,127 $49,682 

Dr. Bobby B. Lyle

 $31,000 $7,500 $15,555 $1,127 $55,182 










(1)
Includes
an annual base fee of $25,000 per director plus $1,500 per director for each quarterly board of directors meeting attended.


(2)
The
value shown is the number of restricted units granted in 2008 times the closing price of our units on the day of grant. The value given does not reflect
a reduction for the fact that the shares are subject to potential forfeiture in the event the director leaves the board before the four-year vesting period. All six
non-employee directors each received 1,000 restricted units each on their anniversary date.

110









HREF="#bg11801a_main_toc">Table of Contents




(3)
Represents
the aggregate cash distributions paid at the time the units vested on all restricted units held by the director.


(4)
Shelby
Odell resigned from the board of directors of our general partner on January 21, 2009 so that he would be eligible to serve as a member of the
conflicts committee of the board of directors of Hiland Partners' general partner.


        No
additional remuneration is paid to officers of our general partner who also serve as directors. Our independent directors receive (a) a $25,000 annual cash retainer fee,
(b) $1,500 for each regularly scheduled meeting attended, (c) $750 for each special meeting attended, (d) 2,000 restricted units upon becoming a director and 1,000 restricted
units on each anniversary date of becoming a director and (e) during 2007, CEO search committee fees to secure a replacement for our CEO who resigned in April 2007. The restricted units
vest in quarterly increments on the anniversary of the grant date over a period of four years. In addition to the foregoing, each director who serves on a committee receives $1,000 for each committee
meeting attended, the chairman of our audit committee receives an annual retainer of $5,000 and the chairman of our other committees receive an annual retainer of $2,500. In addition, each independent
director is reimbursed for his out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director is fully indemnified for his
actions associated with being a director to the fullest extent permitted under Delaware law.




EXCERPTS ON THIS PAGE:

10-K (5 sections)
Mar 9, 2009
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