|
|
 | | | |
- close
- close
- close
- close
| |||||||||
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 director’s 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 director’s 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
Table of Contents
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.
|
| |||||||
