LAD » Topics » COMPENSATION OF DIRECTORS

This excerpt taken from the LAD DEF 14A filed Mar 20, 2009.

COMPENSATION OF DIRECTORS

The following table summarizes compensation paid to members of our Board of Directors during calendar 2008, which represents the 2008 portion of both the 2007-2008 Board term and the 2008-2009 Board term:

 

Name

   Fees Earned or
Paid in Cash ($)
   Stock
Awards ($)(1)
   Option
Awards ($)(1)
   Total ($)

Thomas Becker

   $ 56,000    $ 7,576    $ 5,999    $ 69,575

William L. Glick

     23,000      6,994      1,328      31,322

Charles R. Hughes

     28,000      6,994      1,328      36,322

Maryann N. Keller

     56,000      6,863      5,999      68,862

A.J. Wagner

     28,000      7,694      1,460      37,154

William J. Young(2)

     26,064      —        —        26,064
 
  (1) The amounts set forth in the stock awards and option awards columns reflect the fair value of all awards held by each person recognized in our statement of operations during 2008. See Note 15 of Notes to Consolidated Financial Statements included in our Annual Report for the year ended December 31, 2008 for the valuation assumptions and other information related to our stock and option awards.
  (2) Mr. Young retired from the Board in July 2008 for health reasons.

Directors serve from annual meeting to annual meeting rather than on a calendar year and, accordingly, the cost of the Directors’ services is accounted for over the service year as earned. The fees reflected in the column “Fees Earned or Paid in Cash” in the above table are the actual fees earned in 2008. The option and stock awards reflect the amounts actually expensed during the year. All stock and option awards are granted pursuant to a previously approved compensation package for board members. Stock awards are granted in June of each year following twelve months of service and option awards are granted in March each year. The amounts reflected in the columns “Stock Awards” and “Option Awards” are the value of the awards granted in 2008; however, because directors serve from annual meeting to annual meeting, only half of this amount is attributable to services performed in 2008, the other half being attributable to the last half of 2007.

Under the Outside Directors Nonqualified Deferred Compensation Plan adopted by the Board on November 22, 2005, non-employee directors may elect to defer receipt of all or any portion of their board service compensation. If stock compensation is deferred, the director’s deferral account, which is maintained for accounting purposes only, will be credited with the stock and any cash or stock dividends, stock splits or the like that would have been paid or issuable with respect to the deferred shares. The cash component of the deferral account, including all deferred cash compensation and other cash interest and dividends credited to the account, will accrue interest at an annual rate equal to the interest rate on our used car flooring line of credit, by reference to such rate as of the last business day of the preceding year. The deferred compensation will be paid to the director beginning within one month following termination of the director’s service on the board, either in a lump sum or installments, based on the director’s election prior to the deferral.

Equity incentive awards outstanding at December 31, 2008 for each independent Director were as follows:

 

Name

   Unvested Stock
Awards (#)
   Option
Awards (#)

Thomas Becker

   —      16,000

William L. Glick

   —      1,667

Charles R. Hughes

   —      1,667

Maryann N. Keller

   —      8,000

A.J. Wagner

   —      1,833

 

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This excerpt taken from the LAD DEF 14A filed Apr 29, 2008.

COMPENSATION OF DIRECTORS

The following table summarizes compensation paid to members of our Board of Directors during calendar 2007, which represents the 2007 portion of both the 2006-2007 Board term and the 2007-2008 Board term:

 

Name

   Fees Earned
or Paid in
Cash ($)
   Stock
Awards
($)(1)
   Option
Awards ($)
   Total ($)

Thomas Becker

   $ 56,000    $ 35,269    $ 18,520    $ 109,789

Maryann N. Keller

     53,000      32,556      18,520      104,076

William J. Young

     56,000      32,556      18,520      107,076

 

(1) The amount set forth in the stock awards column reflects the value of each award as of the grant date using the average of the high and low trading prices on the grant date of $27.13. Mr. Becker received 1,300 shares and the other directors each received 1,200 shares. These shares were fully vested on the date of grant.

Directors serve from annual meeting to annual meeting rather than on a calendar year. The cost of the Directors’ services, however, is accounted for on a calendar year as earned. The fees reflected in the column “Fees Earned or Paid in Cash” in the above table are the actual fees earned in 2007. The option and stock awards reflect the amounts actually expensed during the year. All stock and option awards are granted pursuant to a previously approved compensation package for board members. Stock awards are granted in June of each year following twelve months of service and option awards are granted in March each year. The amounts reflected in the columns “Stock Awards” and “Option Awards” are the value of the awards granted in 2007; however, because directors serve from annual meeting to annual meeting, only half of this amount is attributable to services performed in 2007, the other half being attributable to the last half of 2006.

 

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At its regular board meeting held on February 23, 2007, in conjunction with the review and approval of all equity awards for management and other Company employees, the Board of Directors approved as partial board compensation, stock option grants to each non-employee director to be issued on March 9, 2007, with an expiration date of March 9, 2013. The exercise price for those grants was $28.34, which represented the average between the high and low trading price on the date of grant. The closing price on that date was $28.27. These option awards vested six months after the grant date and the amount included in this column is the SFAS No. 123R estimated fair value of the award on the grant date. See Note 12 of Notes to Consolidated Financial Statements included in our Annual Report for the year ended December 31, 2007 for the valuation assumptions and other information related to our stock and option awards.

Under the Outside Directors Nonqualified Deferred Compensation Plan adopted by the Board on November 22, 2005, non-employee directors may elect to defer receipt of all or any portion of their board service compensation. If stock compensation is deferred, the director’s deferral account, which is maintained for accounting purposes only, will be credited with the stock and any cash or stock dividends, stock splits or the like that would have been paid or issuable with respect to the deferred shares. The cash component of the deferral account, including all deferred cash compensation and other cash interest and dividends credited to the account, will accrue interest at an annual rate equal to the interest rate on our used car flooring line of credit, by reference to such rate as of the last business day of the preceding year. The deferred compensation will be paid to the director beginning within one month following termination of the director’s service on the board, either in a lump sum or installments, based on the director’s election prior to the deferral.

Equity incentive awards outstanding at December 31, 2007 for each independent Director were as follows:

 

Name

   Unvested
Stock
Awards (#)
   Option
Awards (#)

Thomas Becker

   —      12,000

Maryann N. Keller

   —      4,000

William J. Young

   —      12,000

 

25


This excerpt taken from the LAD DEF 14A filed Mar 31, 2006.

COMPENSATION OF DIRECTORS

 

Directors who are not employees are paid cash compensation for their 2005-2006 service as follows:

      $18,000 retainer;

      $1,000 for each Board meeting attended;

      $500 for each Audit Committee meeting attended the same day as a Board meeting; and

      $1,000 for attendance at one or more committee meetings attended on a day other than a day with a Board meeting ($500 if attended by teleconference).

 

Stock-based compensation for 2005-2006 service is as follows:

      an option grant covering 2,000 shares of our Class A common stock;

      a 700 share Class A common stock grant for Board service;

      a 200 share Class A common stock grant for being a member of the Audit Committee; and

      a 100 share Class A common stock grant for chairing the Audit Committee.

 

Stock options were granted March 10, 2006. Stock grants will be made promptly following their year of service coincident with the annual meeting to be held on May 11, 2006. Pursuant to the current compensation plan, directors are required to hold the shares issued for the lesser of 3 years from the date of grant or one year following their last date of board service.

 

Based on the above, each of the outside directors has received, or will receive, the following for their 2005-2006 year of service:

 

Director

 

Cash

 

Number of Restricted
Shares to be Granted
(1)

 

Number of Stock
Options Granted
(2)

 

Thomas Becker

 

$

25,000

 

1,000

 

2,000

 

Maryann Keller

 

25,000

 

900

 

2,000

 

Gerald F. Taylor

 

25,000

 

900

 

2,000

 

William J. Young

 

25,000

 

900

 

2,000

 

 


(1)   Value is based on the fair market value of our Class A common stock on the date of grant and, accordingly, can not be determined at this time.

(2)   Exercise price was $31.67, the fair market value of our Class A common stock on the date of the option grant on March 10, 2006.

 

Under the Outside Directors Nonqualified Deferred Compensation Plan adopted by the Board on November 22, 2005, non-employee directors may elect to defer receipt of compensation. If stock compensation is deferred, the director’s deferral account, which is maintained for accounting purposes only, will be credited with the stock and any cash or stock dividends, stock splits or the like that would have been paid or issuable with respect to the deferred shares. The cash component of the deferral account, including all deferred cash compensation and other cash interest and dividends credited to the account, will accrue interest at an annual rate equal to the interest rate on our used car flooring line of credit, by reference to such rate as of the last business day of the preceding year. The deferred compensation will be paid to the director beginning within one month following termination of the director’s service on the board, either in a lump sum or installments, based on the director’s election prior to the deferral.

 

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This excerpt taken from the LAD DEF 14A filed Apr 1, 2005.

COMPENSATION OF DIRECTORS

 

Directors who are not employees are paid their cash compensation monthly as earned, received stock option awards in January 2005 for their prior year of service and will be awarded stock in June 2005 for their prior year of service as follows:

                  $18,000 retainer;

                  $1,000 for each Board meeting attended;

                  $500 for each Audit Committee meeting attended the same day as a Board meeting;

                  $1,000 for attendance at one or more committee meetings attended on a day other than a day with a Board meeting ($500 if attended by teleconference);

                  an option grant covering 2,000 shares of our Class A common stock;

                  a 300 share Class A common stock grant for Board service;

                  a 200 share Class A common stock grant for being a member of the Compensation Committee or the Audit Committee (each); and

                  a 100 share Class A common stock grant for chairing each of the Board Committees.

 

Based on the above, each of the outside directors has received, or will receive, the following for their 2004 year of service:

 

Director

 

Cash

 

Stock
Grants

 

Stock
Options

 

Thomas Becker

 

$

25,500

 

900

 

2,000

 

Philip J. Romero

 

23,000

 

600

 

2,000

 

Gerald F. Taylor

 

23,000

 

700

 

2,000

 

William J. Young

 

26,000

 

700

 

2,000

 

 

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