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OMTR » Topics » Compensation of Directors

This excerpt taken from the OMTR DEF 14A filed Apr 19, 2007.
Compensation of Directors
 
Non-Employee Directors
 
In March 2006, our Board of Directors adopted a compensation program for non-employee directors. Pursuant to this program, each non-employee director is entitled to receive the following compensation for Board services, as applicable:
 
  •  An annual director retainer of $25,000;
 
  •  Compensation for Board meetings of $2,500 for attending in person and $1,500 for attending by telephone;


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  •  Compensation for Board committee meetings of $1,500 for attending in person and $1,000 for attending by telephone;
 
  •  An annual stipend of $10,000 for the Chair of the Audit Committee of the Board of Directors and $3,000 for other Board committee chairs;
 
  •  Automatic initial grants to directors consisting of a grant of a stock appreciation right covering 50,000 shares of common stock with a per share exercise price equal to the fair market value of that stock on the date of grant and vesting as to one-third of the shares on the one-year anniversary of the vesting commencement date and one-twelfth of the shares at the end of each quarter thereafter so that the award is fully vested after three years; and
 
  •  Automatic annual grants to continuing directors of a stock appreciation right covering 25,000 shares of common stock with a per share exercise price equal to the fair market value of that stock on the date of grant and vesting in full on the day prior to the next annual stockholder meeting.
 
2006 Compensation of Non-Employee Directors
 
The table below sets forth, for each non-employee director, the total amount of compensation related to his or her service during 2006:
 
                         
    Fees Earned
 		             
    or Paid
 		    Stock Option
 		       
    in Cash
 		    Awards
 		    Total
 		 
Name
  ($)     ($)(1)     ($)  
 
D. Fraser Bullock(2)
    27,000       —       27,000  
Gregory S. Butterfield(3)
    22,000       —       22,000  
Dana L. Evan(4)
    24,500       188,828       213,328  
Mark P. Gorenberg
    22,000       —       22,000  
Rory T. O’Driscoll
    24,000       —       24,000  
 
 
(1) Represents the amount of stock-based compensation expense recognized during the year ended December 31, 2006 for financial accounting purposes in accordance with Statement of Financial Accounting Standards, or SFAS, No. 123R, “Share-Based Payment.” Assumptions used in the calculation of these amounts are included in Note 7 to our consolidated financial statements for the fiscal year ended December 31, 2006 included in our Annual Report on Form 10-K filed with the SEC on March 23, 2007.
 
(2) On October 25, 2005, Mr. Bullock was granted an option to purchase 108,500 shares of common stock under our 1999 Equity Incentive Plan at an exercise price of $3.00 per share. One-half of the shares subject to the option vested on October 25, 2006, and the remaining one-half of the shares subject to the option will vest on October 25, 2007. The option expires on October 24, 2015.
 
(3) On December 5, 2005, Mr. Butterfield was granted an option to purchase 108,500 shares of common stock under our 1999 Equity Incentive Plan at an exercise price of $3.00 per share. One-half of the shares subject to the option vested on December 5, 2006, and the remaining one-half of the shares subject to the option will vest on December 5, 2007. The option expires on December 4, 2015. During the first quarter of 2007, Mr. Butterfield exercised and purchased 30,000 shares subject to the option.
 
(4) On May 15, 2006, Ms. Evan was granted an option to purchase 108,500 shares of common stock under our 1999 Equity Incentive Plan at an exercise price of $8.92 per share. One-half of the shares subject to the option will vest on May 15, 2007, and the remaining one-half of the shares subject to the option will vest on May 15, 2008. The option expires on May 14, 2016.
 
Employee Directors
 
Our employees who also serve as directors will receive compensation for their services as employees, but they will not receive any additional compensation for their service as directors while they are employed by the company. Messrs. James and Pestana currently serve as executive officers of Omniture and are compensated as such, as described in the section “Executive Compensation” on pages 22 through 44 of this proxy statement.


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