This excerpt taken from the OXM DEF 14A filed May 13, 2008.
Compensation Program for our Eight Month Transition Period Ended February 2, 2008.
For our eight month transition period ended February 2, 2008, a non-employee director who served as chair of our Audit Committee or our Nominating, Compensation & Governance Committee received a retainer of $30,000. All other non-employee directors received a retainer of $24,000. Each non-employee director is required to receive at least one-half of his or her retainer in the form of restricted shares of our common stock and may elect to receive the remainder of the annual retainer in cash or in restricted shares. Restricted shares paid as part of our annual retainer to non-employee directors vest three years following the grant date. Each non-employee director also receives a $1,250 meeting fee for each committee or board meeting attended. Directors are reimbursed for their out-of-pocket expenses in attending meetings. Employee directors do not receive an annual retainer or meeting fees for their service on our Board of Directors. With respect to the non-employee directors retainer paid for our eight month transition period ended February 2, 2008, Messrs. Conlee and Shaw elected to receive 100% of their respective annual retainer in the form of restricted shares. All of the other non-employee directors elected to receive 50% of their respective retainer in the form of restricted shares.
The number of shares of our restricted stock to be issued in respect of each non-employee directors annual retainer is based on the fair market value (based on the closing price of our common stock as reported on the NYSE) as of the grant date for the restricted stock. The grant date for restricted shares issued in respect of each non-employee directors retainer for our eight month transition period ended February 2, 2008 was November 1, 2007.
For our eight month transition period ended February 2, 2008, our Nominating, Compensation & Governance Committee also determined that it would provide our non-employee directors with the opportunity to receive
additional restricted shares of our common stock under the LTIP pursuant to performance share awards. The grants under these performance share awards provided for a minimum grant to each non-employee director of 500 restricted shares, as well as up to an additional 250 restricted shares based upon our earnings per share (calculated after giving effect to certain accounting adjustments) during our eight month transition period ended February 2, 2008. The minimum earnings per share threshold pursuant to which our non-employee directors could receive more than the 500 restricted shares was the same as the target earnings per share applicable to LTIP performance share awards for our named executive officers in respect of our eight month transition period ended February 2, 2008 (as described under Compensation Discussion and Analysis Long-Term Equity Incentive Compensation LTIP Awards in respect of Fiscal 2007 and our Eight Month Transition Period Ended February 2, 2008.). Because we did not achieve this minimum threshold, on March 27, 2008, our Nominating, Compensation & Governance Committee granted 500 restricted shares pursuant to these performance share awards to each of our non-employee directors who were serving in such capacity as of such date.