INSM » Topics » Director Compensation in Fiscal 2007

This excerpt taken from the INSM DEF 14A filed Apr 4, 2008.

Director Compensation in Fiscal 2007

 

Name

  Fees Earned
or Paid in
Cash ($)
  Stock
Awards
($)
  Option
Awards
($) (1)
  Non-Equity
Incentive Plan
Compensation
$
  Change in
Pension or
Nonqualified
Deferred
Compensation
Earnings ($)
  All Other
Compensation
($)
    Total
$

Kenneth G. Condon, M.B.A. (2)

  37,000   —     13,134   —     —     —       50,134

Graham K. Crooke, MB.BS (3)

  36,000   —     13,134   —     —     —       49,134

Steinar J. Engelsen, M.D. (4)

  33,500   —     13,134   —     —     —       46,634

Dennis M. Lanfear, M.B.A. (5)

  6,250   —     1,014   —     —     85,500 (6)   92,764

Melvin Sharoky, M.D. (7)

  30,500   —     13,134   —     —     —       43,634

Randall W. Whitcomb, M.D. (8)

  31,000   —     13,134   —     —     —       44,134

 

(1) Amounts calculated utilizing the provisions of SFAS 123R, “Share-based Payment.” See Note 5 of the consolidated financial statements in the Company’s Form 10-K for fiscal 2006 and fiscal 2007 regarding the assumptions underlying valuation of equity awards.
(2) Mr. Condon received an option on May 9, 2007 for 17,500 shares of our common stock at an exercise price of $0.83/share. The shares of our common stock underlying this option will vest in one year, if he attends at least 75% of the meetings of the Board held during our preceding fiscal year while he was a director. The grant date fair value of this option as computed in accordance with SFAS 123R is $9,177. As of December 31, 2007, Mr. Condon had 110,000 outstanding options to purchase shares of our common stock.
(3) Dr. Crooke received an option on May 9, 2007 for 17,500 shares of our common stock at an exercise price of $0.83/share. The shares of our common stock underlying this option will vest in one year, if he attends at least 75% of the meetings of the Board held during our preceding fiscal year while he was a director. The grant date fair value of this option as computed in accordance with SFAS 123R is $9,177. As of December 31, 2007, Dr. Crooke had 210,000 outstanding options to purchase shares of our common stock.
(4) Dr. Engelsen received an option grant on May 9, 2007 for 17,500 shares of our common stock at an exercise price of $0.83/share. The shares of our common stock underlying this option will vest in one year, if he attends at least 75% of the meetings of the Board held during our preceding fiscal year while he was a director. The grant date fair value of this option as computed in accordance with SFAS 123R is $9,177. As of December 31, 2007, Dr. Engelsen had 110,000 outstanding options to purchase shares of our common stock.
(5) Mr. Lanfear received an option grant on December 6, 2007 for 25,000 shares of our common stock at an exercise price of $0.94/share. The shares of our common stock underlying this option will vest in one year, if he attends at least 75% of the meetings of the Board held during our preceding fiscal year while he was a director. The grant date fair value of this option as computed in accordance with SFAS 123R is $14,848. As of December 31, 2007, Mr. Lanfear had 125,000 outstanding options to purchase shares of our common stock, including 100,000 outstanding options held by Lanfear Capital Advisors, LLC.
(6) The other compensation relates to consulting fees paid to Mr. Lanfear in fiscal 2007. Upon Mr. Lanfear’s appointment to our Board, we terminated the consulting agreements between Mr. Lanfear and the Company.
(7) Dr. Sharoky received an option on May 9, 2007 for 17,500 shares of our common stock at an exercise price of $0.83/share. The shares of our common stock underlying this option will vest in one year, if he attends at least 75% of the meetings of the Board held during our preceding fiscal year while he was a director. The grant date fair value of this option as computed in accordance with SFAS 123R is $9,177. As of December 31, 2007, Dr. Sharoky had 115,000 outstanding options to purchase shares of our common stock.
(8) Dr. Whitcomb received an option grant on May 9, 2007 for 17,500 shares of our common stock at an exercise price of $0.83/share. The shares of our common stock underlying this option will vest in one year, if he attends at least 75% of the meetings of the Board held during our preceding fiscal year while he was a director. The grant date fair value of this option as computed in accordance with SFAS 123R is $9,177. As of December 31, 2007, Dr. Whitcomb had 115,000 outstanding options to purchase shares of our common stock.

 

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