LGCY » Topics » DIRECTOR COMPENSATION

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

DIRECTOR COMPENSATION

     Officers or employees of our general partner and its affiliates who also serve as directors of our general partner did not receive additional compensation for their board service in 2008. In accordance with this policy, neither Cary D. Brown nor Kyle A. McGraw received any compensation for their service as a director in 2008. Each non-employee director and independent director was entitled to receive an annual retainer of $25,000 and up to $1,000 for each board of directors and committee meeting under one hour and $1,500 for each board of directors and committee meeting in excess of one hour for each meeting in excess of the four quarterly meetings scheduled each year. On August 26, 2008, the board of directors of our general partner approved an increase in the annual retainer for non-employee directors and independent directors from $25,000 to $40,000.

     Each non-employee director receives an annual grant of 2,500 units, generally corresponding to the service period between each annual election of the board members. In accordance with this policy, Messrs. Dale A. Brown, Granberry, Lawrence, Sullivan, and Vann received grants of 2,500 units on August 29, 2008 for their service on our general partner’s board of directors during the period of May 2008 to May 2009. Mr. Granberry received a grant of 583 units upon his election to the board of directors of our general partner on January 23, 2008, which number represents the then customary annual grant of 1,750 units to directors, pro rated for the length of Mr. Granberry’s initial term, with respect to the 2007 — 2008 service period.

     In addition to the annual retainer and units paid to board members, the chairmen of our audit, conflicts, compensation, and nominating and governance committees each received an annual retainer for their additional service. For 2008, Mr. Lawrence received $25,000 as chairman of the audit committee, Mr. Sullivan received $8,000 as chairman of both the conflicts committee and nominating and governance committee, and Mr. Vann received $15,000 as chairman of the compensation committee.

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     Our general partner’s directors are eligible to receive awards under the LTIP but do not participate in any non-equity incentive plan, pension plan, or deferred compensation plan. Each non-employee director and independent director is reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director will be indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law.

     The following table sets forth the aggregate compensation awarded to, earned by or paid to our general partner’s directors during 2008.

This excerpt taken from the LGCY DEF 14A filed Apr 18, 2008.
DIRECTOR COMPENSATION
 
Officers or employees of our general partner and its affiliates who also serve as directors of our general partner did not receive additional compensation for their board service in 2007. In accordance with this policy, neither Cary D. Brown nor Kyle A. McGraw received any compensation for their service as a director in 2007. Each non-employee director and independent director was entitled to receive an annual retainer of $25,000 and up to $1,000 for each board of directors and committee meeting under one hour and $1,500 for each board of directors and committee meeting in excess of one hour for each meeting in excess of the four quarterly meetings scheduled each year.
 
Each non-employee director receives an annual grant of 1,750 units, generally corresponding to the service period between each annual election of the board members. In accordance with this policy, on May 1, 2006, Messrs. Dale A. Brown, Lawrence, Sullivan, VanLoh and Vann received initial grants of 1,750 units for their service on our general partner’s board of directors during 2006 through May 2007 and Messrs. Dale A. Brown, Lawrence, Sullivan, and Vann received grants of 1,750 units on November 26, 2007 for their service on our general partner’s board of directors during the period of May 2007 to May 2008. Mr. Granberry received a grant of 583 units upon his election to the board of directors of our general partner on January 23, 2008, which number represents the customary annual grant of 1,750 units to directors pro rated for the length of Mr. Granberry’s initial term, with respect to the 2007 — 2008 service period.
 
In addition to the annual retainer and units paid to board members, the chairmen of our audit, conflicts, compensation, and nominating and governance committees each received an annual retainer for their additional service. For 2006, Mr. Lawrence received $10,000 as chairman of the audit committee, Mr. Sullivan received $5,000 as chairman of both the conflicts committee and nominating and governance committee, and Mr. Vann received $5,000 as chairman of the compensation committee. Effective September 1, 2007, the board of directors increased the annual retainer for the chairman of each of the committees for the board as follows: $25,000 for the chairman of the audit committee, $15,000 for the chairman of the compensation committee, $5,000 for the chairman of the nominating and governance committee and $3,000 for the chairman of the conflicts committee.
 
Our general partner’s directors are eligible to receive awards under the LTIP but do not participate in any non-equity incentive plan, pension plan, or deferred compensation plan. Each non-employee director and independent director is reimbursed for out-of-pocket expenses in connection with attending meetings of the


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Table of Contents

board of directors or committees. Each director will be indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law.
 
The following table sets forth the aggregate compensation awarded to, earned by or paid to our general partner’s directors during 2007.
 
DIRECTOR COMPENSATION
 
Officers or employees of our general partner and its affiliates who also serve as directors of our general partner did not receive additional compensation for their board service in 2006. In accordance with this policy, neither Cary D. Brown nor Kyle McGraw received any compensation for their service as a director in 2006. Each non-employee director and independent director was entitled to receive an annual retainer of $25,000 and up to $1,000 for each board of directors and committee meeting in excess of four per year. While Messrs. Dale A. Brown and VanLoh opted not to accept the annual retainer of $25,000 and meeting fees for their service as a director in 2006, they will each be paid an annual retainer and meeting fees in 2007.
 
Each non-employee director and independent director received a grant of 1,750 units pursuant to LTIP effective upon appointment to the board of directors of our general partner. In accordance with this policy, on May 1, 2006, Messrs. Dale A. Brown, Lawrence, Sullivan, VanLoh, Jr. and Vann received initial grants of 1,750 units for their service on our general partner’s board of directors during 2006.
 
In addition to the annual retainer and units paid to board members, the chairman of our audit, conflicts, compensation, and nominating and governance committees each received an annual retainer for their additional service. For 2006, Mr. Lawrence received $10,000 as chairman of the audit committee, Mr. Sullivan received $5,000 as chairman of both the conflicts committee and nominating and governance committee, and Mr. Vann received $5,000 as chairman of the compensation committee.
 
Our general partner’s directors are eligible to receive awards under the LTIP but do not participate in any non-equity incentive plan, pension plan, or deferred compensation plan. Each non-employee director and independent director is reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director will be indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law.


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Table of Contents

 
The following table sets forth the aggregate compensation awarded to, earned by or paid to our general partner’s directors during 2006.
 
DIRECTOR COMPENSATION
 
Officers or employees of our general partner and its affiliates who also serve as directors of our general partner did not receive additional compensation for their board service in 2006. In accordance with this policy, neither Cary D. Brown nor Kyle McGraw received any compensation for their service as a director in 2006. Each non-employee director and independent director was entitled to receive an annual retainer of $25,000 and up to $1,000 for each board of directors and committee meeting in excess of four per year. While Messrs. Dale A. Brown and VanLoh opted not to accept the annual retainer of $25,000 and meeting fees for their service as a Director in 2006, they will each be paid the annual retainer and meeting fees in 2007.
 
Each non-employee director and independent director receives a grant of 1,750 units pursuant to the Legacy Reserves LP Long-Term Incentive Plan (the “LTIP”) effective upon appointment to the board of directors of our general partner. In accordance with this policy, on May 1, 2006, Messrs. Dale A. Brown, Lawrence, Sullivan, VanLoh, Jr. and Vann received initial grants of 1,750 units for their service on our board of directors during 2006.
 
In addition to the annual retainer and units paid to board members, the chairman of our audit, conflicts, compensation, and nominating and corporate governance committees each received an annual retainer for their additional service. For 2006, Mr. Lawrence received $10,000 as chairman of the audit committee, Mr. Sullivan received $5,000 as chairman of both the conflicts committee and nominating and corporate governance committee, and Mr. Vann received $5,000 as chairman of the compensation committee.
 
Our directors are eligible to receive awards under the LTIP but do not participate in any non-equity incentive plan, pension plan, or deferred compensation plan. Each non-employee director and independent director is reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director will be indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law.
 
The following table sets forth the aggregate compensation awarded to, earned by or paid to our directors during 2006.
 
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