PMCS » Topics » DIRECTOR COMPENSATION

This excerpt taken from the PMCS DEF 14A filed Apr 28, 2006.

DIRECTOR COMPENSATION

PMC’s non-employee directors receive the following compensation. Directors employed by PMC (currently only Mr. Bailey) do not receive any compensation for their Board activities.

 

Compensation Item

          

Annual Director Compensation

    $ 25,000 (1)(2)

Per meeting payment

    $ 1,000  

Initial Stock Option

      40,000  shares (3)

Annual Stock Option

      40,000  shares(4)

Annual Compensation for Audit Committee Chair

    $ 15,000 (1)

Annual Compensation for Lead Independent Director or Independent Board Chair

    $ 15,000 (1)

Annual Compensation for each committee member except Audit Committee Chair

    $ 3,000 (1)

 


(1) Directors may elect annually not to receive the cash payment and instead to receive a fully vested option, exercisable at fair market value on the date of grant, to purchase a number of shares equal to three times the cash payment, divided by the per share market value on the date of grant.
(2) PMC’s Compensation Committee in 2005 engaged an independent consultant to review director compensation and based on that review recommended an increase in the annual cash payment from the $20,000 paid in 2005 to $25,000. The proposed increase will be effective beginning with the 2006 Annual Stockholder Meeting.
(3) Directors receive a stock option to purchase 40,000 shares upon joining the Board. This stock option vests 1/24 per month over two years, and has an exercise price equal to the fair market value of the stock on the date of grant.
(4) Other than in the calendar year a director is first appointed to the Board, upon reelection to the Board at each annual meeting, each Board member receives four stock options for 10,000 shares – one on reelection and then one every 90 days thereafter. These stock options have an exercise price equal to the fair market value of the stock on the date of grant. The options are unvested on their grant date and vest evenly every month until they are fully vested two years after the Board member’s reelection to the Board.

 

PMC has agreed to indemnify each director and officer against certain claims and expenses for which the director might be held liable in connection with past or future services to PMC and its subsidiaries. PMC maintains insurance policies insuring its officers and directors against such liabilities.

 

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This excerpt taken from the PMCS DEF 14A filed Apr 20, 2005.

DIRECTOR COMPENSATION

 

In 2004, PMC engaged a compensation consultant to recommend changes in PMC’s Board compensation after surveying compensation practices of both comparable companies and a broader range of technology companies.  In February and March 2005, the Compensation Committee reviewed PMC’s compensation of non-employee directors and recommended to the Board the changes shown below.  The Board approved these changes in April 2005.  Directors employed by PMC (currently only Mr. Bailey) do not receive any compensation for their Board activities.

 

Compensation Item

 

Before 2005
Annual Meeting

 

After 2005
Annual Meeting

 

Annual Director Compensation

 

$

16,000

 

$

20,000

(1)

Per Meeting Payment

 

$

1,000

 

$

1,000

 

Initial Stock Option

 

40,000 shares

 

40,000 shares

(2)

Annual Stock Option

 

40,000 shares

 

40,000 shares

(3)

Annual Compensation for Audit Committee Chair

 

5,000 shares

 

$

15,000

(1)

Annual Compensation for Lead Independent Director or Independent Board Chair

 

5,000 shares

 

$

15,000

(1)

Annual Compensation for each committee member except Audit Committee Chair

 

None

 

$

3,000

(1)

 


(1)          Directors may elect annually not to receive the cash payment and instead to receive a fully vested option, exercisable at fair market value on the date of grant, to purchase a number of shares equal to three times the cash payment, divided by the per share market value on the date of grant.

(2)          Directors receive a stock option grant for 40,000 shares upon joining the Board.  This stock option vests 1/24 per month over two years and has an exercise price equal to the fair market value of the stock on the date of grant.

(3)          Other than in the calendar year a director is first appointed to the Board, upon reelection to the Board at each annual meeting, each Board member receives four stock options for 10,000 shares – one on reelection and then one every 90 days thereafter.  These stock options have an exercise price equal to the fair market value of the stock on the date of grant.  The options are unvested on their grant date and vest evenly every month until they are fully vested two years after the Board member’s reelection to the Board.

 

PMC has agreed to indemnify each director and officer against certain claims and expenses for which the director might be held liable in connection with past or future services to PMC and its subsidiaries.  PMC maintains insurance policies insuring its officers and directors against such liabilities.

 

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