PINN » Topics » 2007 Director Compensation

This excerpt taken from the PINN DEF 14A filed Jul 2, 2008.
2007 Director Compensation
 
                                 
    Fees Earned
  Stock
  All Other
   
    or Paid in
  Awards
  Compensation
  Total
Name
 
Cash ($)
 
($)(1)
 
($)
 
($)
 
Steven A. Webster
  $ 40,500     $ 19,477     $     $ 59,977  
Robert L. Cabes, Jr. 
    53,000       19,477             72,477  
Jeffrey P. Gunst
    35,500       19,477             54,977  
Sylvester P. Johnson, IV(2)
    47,000       19,477             66,477  
F. Gardner Parker
    63,000       19,477             82,477  
Susan C. Schnabel(3)
    37,000       19,477             56,477  
Thomas G. McGonagle
    10,000       2,495             12,495  
Peter G. Schoonmaker(4)
                       
 
 
(1) Each non-employee director other than Mr. McGonagle was granted 2,000 shares of restricted stock effective February 12, 2007. The shares of restricted stock vested on February 12, 2008. In connection with his appointment to the Board of Directors, Mr. McGonagle was granted 4,500 shares of restricted stock effective August 22, 2007. Mr. McGonagle’s shares will vest 33%, 33% and 34% on the first, second and third anniversaries of the date of grant, respectively. None of such shares of restricted stock had vested and all such shares of restricted stock were outstanding as of December 31, 2007. The grant date fair value of the grants to our non-employee directors other than Mr. McGonagle was $22,000. The grant date fair value of the grant to Mr. McGonagle was $20,700.
 
(2) All cash compensation earned by Mr. Johnson for his service as a director goes to Carrizo.
 
(3) All cash compensation earned by Ms. Schnabel for her service as a director goes to DLJ Merchant Banking.
 
(4) Mr. Schoonmaker is our President and Chief Executive Officer and receives no compensation for serving as a director.
 
Non-employee directors currently receive an annual fee of $20,000. In addition, the chairman of each of the following committees currently receives the following annual fees: Audit Committee — $15,000, Compensation Committee — $5,000 and Nominating and Corporate Governance Committee — $5,000. Non-employee directors receive a fee of $1,500 for each Board of Directors or committee meeting attended in person and a fee of $1,000 for attendance at a Board of Directors or committee meeting held telephonically. The Compensation Committee intends to evaluate these fees for 2008 in light of competitor public companies.
 
Our non-employee directors other than Mr. McGonagle also received a grant of 2,000 shares of restricted stock as compensation for their service in 2007. These shares of restricted stock will vest on the first anniversary of the date of grant. In connection with his appointment to the Board of Directors, Mr. McGonagle was granted 4,500 shares of restricted stock effective August 22, 2007. Mr. McGonagle’s shares will vest 33%, 33% and 34% on the first, second and third anniversaries of the date of grant, respectively. The Compensation Committee has not yet authorized a grant of equity to non-employee directors for 2008.
 
Employee directors do not receive compensation for service on our Board of Directors or committees. Pursuant to our governing documents, all directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or committees and for other reasonable expenses incurred in connection with service on the Board of Directors and any committees. Each director will be fully indemnified by us for actions associated with being a member of our Board of Directors to the extent permitted under Delaware law as provided in our Second Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and the indemnification agreements by and between us and each of our directors.


7


Table of Contents

2007 Director Compensation
 
                                 
    Fees Earned or
    Stock
    All Other
       
    Paid in Cash
    Awards
    Compensation
    Total
 
Name
  ($)     ($)(1)     ($)     ($)  
 
Steven A. Webster
  $ 40,500     $ 19,477     $     $ 59,977  
Robert L. Cabes, Jr. 
    53,000       19,477             72,477  
Jeffrey P. Gunst
    35,500       19,477             54,977  
Sylvester P. Johnson, IV(2)
    47,000       19,477             66,477  
F. Gardner Parker
    63,000       19,477             82,477  
Susan C. Schnabel
    37,000       19,477             56,477  
Thomas G. McGonagle
    10,000       2,495             12,495  
Peter G. Schoonmaker(3)
                       
 
 
(1) Each non-employee director other than Mr. McGonagle was granted 2,000 shares of restricted stock effective February 12, 2007. The shares of restricted stock vested on February 12, 2008. In connection with his appointment to the Board of Directors, Mr. McGonagle was granted 4,500 shares of restricted stock effective August 22, 2007. Mr. McGonagle’s shares will vest 33%, 33% and 34% on the first, second and third anniversaries of the date of grant, respectively. None of such shares of restricted stock had vested and all such shares of restricted stock were outstanding as of December 31, 2007. The grant date fair value of the grants to our non-employee directors other than Mr. McGonagle was $22,000. The grant date fair value of the grant to Mr. McGonagle was $20,700.
 
(2) All cash compensation earned by Mr. Johnson for his service as a director goes directly to Carrizo.
 
(3) Mr. Schoonmaker is our President and Chief Executive Officer and receives no compensation for serving as a director.
 
Non-employee directors receive an annual fee of $20,000. In addition, the chairman of each of the following committees receives the following annual fees: Audit Committee — $15,000, Compensation Committee — $5,000 and Nominating and Corporate Governance Committee — $5,000. Non-employee directors receive a fee of $1,500 for each board or committee meeting attended in person and a fee of $1,000 for attendance at a board or committee meeting held telephonically. Our non-employee directors other than Mr. McGonagle also received a grant of 2,000 shares of restricted stock as compensation for their service in 2007. These shares of restricted stock will vest on the first anniversary of the date of grant. In connection with his appointment to the Board of Directors, Mr. McGonagle was granted 4,500 shares of restricted stock effective August 22, 2007. Mr. McGonagle’s shares will vest 33%, 33% and 34% on the first, second and third anniversaries of the date of grant, respectively.
 
Employee directors do not receive compensation for service on our board or committees. Pursuant to our amended and restated securityholders agreement, all directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board or committees and for other reasonable expenses incurred in connection with service on the board and any committees. Each director will be fully indemnified by us for actions associated with being a member of our board to the extent permitted under Delaware law as provided in our second amended and restated certificate of incorporation, our amended and restated bylaws and the indemnification agreements by and between us and each of our directors.
 
2007 Director
Compensation



 
































































































































































































































                                 

 

 

Fees Earned or



 

 

Stock



 

 

All Other



 

 

 

 

 

 

Paid in Cash



 

 

Awards



 

 

Compensation



 

 

Total



 


Name


 

($)

 

 

($)(1)

 

 

($)

 

 

($)

 
 


Steven A. Webster


 

$

40,500

 

 

$

19,477

 

 

$



 

 

$

59,977

 


Robert L. Cabes, Jr. 


 

 

53,000

 

 

 

19,477

 

 

 



 

 

 

72,477

 


Jeffrey P. Gunst


 

 

35,500

 

 

 

19,477

 

 

 



 

 

 

54,977

 


Sylvester P. Johnson, IV(2)


 

 

47,000

 

 

 

19,477

 

 

 



 

 

 

66,477

 


F. Gardner Parker


 

 

63,000

 

 

 

19,477

 

 

 



 

 

 

82,477

 


Susan C. Schnabel


 

 

37,000

 

 

 

19,477

 

 

 



 

 

 

56,477

 


Thomas G. McGonagle


 

 

10,000

 

 

 

2,495

 

 

 



 

 

 

12,495

 


Peter G. Schoonmaker(3)


 

 



 

 

 



 

 

 



 

 

 



 






 




 





































(1)

Each non-employee director other than Mr. McGonagle was
granted 2,000 shares of restricted stock effective
February 12, 2007. The shares of restricted stock vested on
February 12, 2008. In connection with his appointment to
the Board of Directors, Mr. McGonagle was granted
4,500 shares of restricted stock effective August 22,
2007. Mr. McGonagle’s shares will vest 33%, 33% and
34% on the first, second and third anniversaries of the date of
grant, respectively. None of such shares of restricted stock had
vested and all such shares of restricted stock were outstanding
as of December 31, 2007. The grant date fair value of the
grants to our non-employee directors other than
Mr. McGonagle was $22,000. The grant date fair value of the
grant to Mr. McGonagle was $20,700.
 

(2)

All cash compensation earned by Mr. Johnson for his service
as a director goes directly to Carrizo.
 

(3)

Mr. Schoonmaker is our President and Chief Executive
Officer and receives no compensation for serving as a director.


 



Non-employee directors receive an annual fee of $20,000. In
addition, the chairman of each of the following committees
receives the following annual fees: Audit Committee —
$15,000, Compensation Committee — $5,000 and
Nominating and Corporate Governance
Committee — $5,000. Non-employee directors
receive a fee of $1,500 for each board or committee meeting
attended in person and a fee of $1,000 for attendance at a board
or committee meeting held telephonically. Our non-employee
directors other than Mr. McGonagle also received a grant of
2,000 shares of restricted stock as compensation for their
service in 2007. These shares of restricted stock will vest on
the first anniversary of the date of grant. In connection with
his appointment to the Board of Directors, Mr. McGonagle
was granted 4,500 shares of restricted stock effective
August 22, 2007. Mr. McGonagle’s shares will vest
33%, 33% and 34% on the first, second and third anniversaries of
the date of grant, respectively.


 



Employee directors do not receive compensation for service on
our board or committees. Pursuant to our amended and restated
securityholders agreement, all directors are reimbursed for
reasonable out-of-pocket expenses incurred in attending meetings
of the board or committees and for other reasonable expenses
incurred in connection with service on the board and any
committees. Each director will be fully indemnified by us for
actions associated with being a member of our board to the
extent permitted under Delaware law as provided in our second
amended and restated certificate of incorporation, our amended
and restated bylaws and the indemnification agreements by and
between us and each of our directors.


 




Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki