INXI » Topics » DIRECTOR COMPENSATION

This excerpt taken from the INXI DEF 14A filed Apr 1, 2009.
DIRECTOR COMPENSATION
 
The quarterly retainer received by each non-employee director is $5,000. Each non-employee director receives a $1,000 fee for each Board and Audit Committee meeting they attend in person and a $500 fee for each Compensation Committee and Nominating Committee meeting they attend, as well as reasonable out-of-pocket expenses incurred to attend the meetings. For telephonic board meetings lasting more than one hour, each non-employee board member in attendance receives a $500 fee, and for telephonic board meetings lasting less than one hour, each non-employee board member is paid a $300 fee. In addition, the chairperson of the Audit Committee receives an additional $4,000 quarterly retainer. An additional $1,000 fee per special committee meeting is paid to any non-employee director that is serving as the chairperson of such special committee.
 
Non-employee directors receive a fully vested common stock grant based on the number of shares equal to $30,000 upon re-election to the Board, valued as of the date of re-election.
 
The following table provides the compensation of our non-employee directors for the fiscal year ended December 31, 2008:
 
                                                         
                            Change in
             
                            Pension
             
                            Value and
             
    Fees
                      Non-Qualified
             
    Earned
                Non-Equity
    Deferred
             
    or Paid
    Stock
    Option
    Incentive Plan
    Compensation
    All Other
       
    in Cash
    Awards
    Awards
    Compensation
    Earnings
    Compensation
       
Name
  ($)     ($)(1)     ($)(1)     ($)     ($)(2)     ($)(3)     Total ($)  
 
John B. Cartwright
  $ 31,500     $ 30,000                             $ 61,500  
Donald R. Chadwick
    31,500       30,000                               61,500  
Cary M. Grossman
    47,500       30,000                               77,500  
 
 
(1) Dollar amounts in the Stock Awards and Option Awards columns reflect the compensation expense recognized by INX for financial statement purposes with respect to restricted stock and stock options during the 2008 fiscal year in accordance with Statement of Financial Accounting Standards (“SFAS”) 123R. For a discussion of valuation assumptions, see Note 12 to our consolidated financial statements included in our 2008 Annual Report.
 
(2) The Company’s directors do not participate in any defined benefit, actuarial pension plan or any other post-retirement supplementary compensation plans.
 
(3) Amounts exclude the value of perquisites and personal benefits which are less than $10,000.


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Table of Contents

 
This excerpt taken from the INXI DEF 14A filed Apr 7, 2008.
DIRECTOR COMPENSATION
 
Effective April 1, 2007, the quarterly retainer received by each non-employee director was increased to $5,000 from $3,000. Each non-employee director receives a $1,000 fee for each Board and Audit Committee meeting they attend in person and a $500 fee for each Compensation Committee and Nominating Committee meeting they attend, as well as reasonable out-of-pocket expenses incurred to attend the meetings. For telephonic board meetings lasting more than one hour, each non-employee board member in attendance receives a $500 fee, and for telephonic board meetings lasting less than one hour, each non-employee board member is paid a $300 fee. In addition, the chairperson of the Audit Committee receives an additional $4,000 quarterly retainer. An additional $1,000 fee per special committee meeting is paid to any non-employee director that is serving as the chairperson of such special committee.
 
Beginning March 6, 2007, non-employee directors receive a fully vested common stock grant based on the number of shares equal to $30,000 upon re-election to the Board, valued as of the date of re-election. Previously the non-employee directors received a fully vested common stock option grant of 5,000 shares upon re-election to the Board.
 
The following table provides the compensation of our non-employee directors for the fiscal year ended December 31, 2007:
 
                                                         
                            Change in
             
                            Pension
             
                            Value and
             
    Fees
                      Non-Qualified
             
    Earned
                Non-Equity
    Deferred
             
    or Paid
    Stock
    Option
    Incentive Plan
    Compensation
    All Other
       
    in Cash
    Awards
    Awards
    Compensation
    Earnings
    Compensation
       
Name
  ($)     ($)(1)     ($)(1)     ($)     ($)(2)     ($)(3)     Total ($)  
 
John B. Cartwright
  $ 28,000     $ 30,000                             $ 58,000  
Donald R. Chadwick
    28,000       30,000                               58,000  
Cary M. Grossman
    42,000       30,000                               72,000  
 
 
(1) Dollar amounts in the Stock Awards and Option Awards columns reflect the compensation expense recognized by INX for financial statement purposes with respect to restricted stock and stock options during the 2007 fiscal year in accordance with Statement of Financial Accounting Standards (“SFAS”) 123R. For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included in our 2007 Annual Report.
 
(2) The Company’s directors do not participate in any defined benefit, actuarial pension plan or any other post-retirement supplementary compensation plans.
 
(3) Amounts exclude the value of perquisites and personal benefits which are less than $10,000.


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This excerpt taken from the INXI DEF 14A filed Apr 12, 2007.
DIRECTOR COMPENSATION
 
Effective April 1, 2007, the quarterly retainer received by each non-employee director was increased to $5,000 from $3,000. Each non-employee director receives a $1,000 fee for each Board and Audit Committee meeting they attend in person and a $500 fee for each Compensation Committee and Nominating Committee meeting they attend, as well as reasonable out-of-pocket expenses incurred to attend the meetings. For telephonic board meetings lasting more than one hour, each non-employee board member in attendance receives a $500 fee, and for telephonic board meetings lasting less than one hour, each non-employee board member is paid a $300 fee. In addition, the chairperson of the Audit Committee receives an additional $4,000 quarterly retainer. An additional $1,000 fee per special committee meeting is paid to any non-employee director that is serving as the chairperson of such special committee.
 
Beginning March 6, 2007, non-employee directors receive a fully vested common stock grant based on the number of shares equal to $30,000 upon re-election to the Board, valued as of the date of re-election. Previously the non-employee directors received a fully vested common stock option grant of 5,000 shares upon re-election to the Board.
 
The following table provides the compensation of our non-employee directors for the fiscal year ended December 31, 2006:
 
                                                         
                    Change in
       
                    Pension
       
                    Value and
       
    Fees
              Non-Qualified
       
    Earned
          Non-Equity
  Deferred
       
    or Paid
  Stock
  Option
  Incentive Plan
  Compensation
  All Other
   
    in Cash
  Awards
  Awards
  Compensation
  Earnings
  Compensation
   
Name
  ($)   ($)(1)   ($)(1)   ($)   ($)(2)   ($)(3)   Total ($)
 
John B. Cartwright
  $ 21,500           $ 17,609                       $ 39,109  
Donald R. Chadwick
    21,500             17,609                         39,109  
Cary M. Grossman
    37,500             17,609                         55,109  
 
 
(1) Dollar amounts in the Stock Awards and Option Awards columns reflect the compensation expense recognized by INX for financial statement purposes with respect to restricted stock and stock options during the 2006 fiscal year in accordance with Statement of Financial Accounting Standards (“SFAS”) 123R. For a discussion of valuation assumptions, see Note 10 to our


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consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2006.
 
(2) The Company’s directors do not participate in any defined benefit, actuarial pension plan or any other post-retirement supplementary compensation plans.
 
(3) Amounts exclude the value of perquisites and personal benefits which are less than $10,000.
 
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