RDN » Topics » 2008 Director Compensation

This excerpt taken from the RDN DEF 14A filed Apr 13, 2009.

2008 Director Compensation

 

Name

   Fees
Earned
or Paid
in Cash
($)
   Stock
Awards
($) (1)
   Option
Awards
($) (1)
   Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings

($) (2)
   All
Other
Compen-
sation
($)
   Total
($)

Herbert Wender

   288,000    90,147    0    0    618    378,765

David C. Carney

   143,250    73,873    0    0    662    217,785

Howard B. Culang.

   133,500    80,358    0    0    618    214,476

Stephen T. Hopkins

   129,750    80,358    0    0    952    211,060

James W. Jennings

   118,500    73,873    0    0    1,656    194,029

Ronald W. Moore

   122,000    73,873    0    0    658    196,531

Jan Nicholson.

   120,500    106,169    0    0    521    227,190

Robert W. Richards.

   112,500    73,873    0    0    618    186,991

Anthony W. Schweiger

   124,000    73,873    0    0    725    198,598

 

(1)   Represents the compensation cost of phantom shares held by each director that was recognized for financial statement reporting purposes in 2008. No compensation cost was recognized in 2008 for options held by directors. The assumptions used in the valuation of compensation cost are set forth in Note 16 – Equity Compensation and Cash Performance Programs, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2008. Compensation cost recorded for accounting purposes may not correspond to the value that eventually may be realized by the director. Each of our non-employee directors was awarded 46,370 shares of phantom stock on August 7, 2008, with a grant date fair market value of $115,000. As of December 31, 2008, each of our non-employee directors held the following number of non-qualified stock options and shares of phantom stock:

 

Name

   Non-Qualified
Stock Options
(#)
   Shares of
Phantom Stock
(#)

Mr. Wender

   57,750    56,675

Mr. Carney

   12,000    58,741

Mr. Culang

   9,600    57,918

Mr. Hopkins

   9,600    57,918

Mr. Jennings

   12,000    58,741

Mr. Moore

   12,000    58,741

Ms. Nicholson

   0    54,640

Mr. Richards

   12,000    58,741

Mr. Schweiger

   4,800    58,741

 

(2)   Each director participating in our Voluntary Deferred Compensation Plan for Directors during 2008 incurred a loss on his or her investment as follows: Mr. Wender—$(373,943); Mr. Carney—$(74,990); Mr. Culang—$(63,620); Mr. Hopkins—$(60,708); Mr. Jennings—$(63,824); Mr. Moore—$(12,196); Ms. Nicholson—$(5,602); and Mr. Schweiger—$(23,351).

 

51


Table of Contents
This excerpt taken from the RDN DEF 14A filed Apr 24, 2008.

2007 Director Compensation

 

Name


   Fees
Earned
or Paid
in Cash

($)

   Stock
Awards
($) (1)


    Option
Awards

($) (1)

   Non-Equity
Incentive Plan
Compensation

($)

   Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings

($) (2)

   All
Other
Compen-
sation

($) (3)

   Total
($)

Herbert Wender

   255,833    (82,476 )   —      —      0    0    173,357

David C. Carney

   123,000    (73,104 )   —      —      0    0    49,896

Howard B. Culang.

   93,500    (76,838 )   —      —      0    0    16,662

Stephen T. Hopkins

   104,000    (76,838 )   —      —      0    0    27,162

James W. Jennings

   106,500    (73,104 )   —      —      0    0    33,396

Ronald W. Moore

   93,500    (73,104 )   —      —      0    0    20,396

Jan Nicholson.

   100,500    (91,702 )   —      —      0    0    8,798

Robert W. Richards.

   102,500    (73,104 )   —      —      0    0    29,396

Anthony W. Schweiger

   99,500    (73,104 )   —      —      0    0    26,397

(1)   As a result of the decline in our stock price during 2007, we recorded a mark-to-market loss on the phantom shares held by each director. This had the effect of reversing previously expensed compensation for each director by the following amounts: Mr. Wender—$(324,395); Mr. Carney—$(410,363); Mr. Culang—$(376,107); Mr. Hopkins—$(376,107); Mr. Jennings—$(410,363); Mr. Moore—$(410,363); Ms. Nicholson —$(239,765); Mr. Richards—$(410,363); and Mr. Schweiger—$(410,363). In accordance with SEC Staff Interpretations, the amounts reported in the “Stock Awards” column above represent a reversal of only the previously expensed portions of those awards that were reported in 2006. The assumptions used in the valuation of compensation cost are set forth in Note 11—Stock-Based Compensation, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007. Compensation cost recorded for accounting purposes may not correspond to the value eventually realized by the director. Each of our non-employee directors was awarded 1,890 shares of phantom stock on February 5, 2007, with a grant date fair market value of $115,000.

 

(2)   Each director participating in our Voluntary Deferred Compensation Plan for Directors during 2007 incurred a loss on his or her investment as follows: Mr. Wender—$(614,746); Mr. Carney—$(301,713); Mr. Culang—$(251,794); Mr. Hopkins—$(147,635); Mr. Jennings—$(139,450); Mr. Moore—$(86,148); Ms. Nicholson—$(76,350); and Mr. Schweiger—$(47,813).

 

(3)   For each director, the total value of perquisites and personal benefits for 2007 did not exceed $10,000, and therefore, has been excluded.

 

46


Table of Contents
This excerpt taken from the RDN DEF 14A filed Apr 25, 2005.

Director Compensation

 

All of our non-employee directors receive an annual fee for their services of $32,500 and an annual grant of phantom stock, awarded under our Equity Compensation Plan, equal to $97,500 based on the closing price of our common stock on the date the annual grant is made. The phantom stock awards vest and are payable in shares of common stock upon departure from the board. Each non-employee director also receives a $2,000 fee for each board meeting attended, a $2,000 fee for each committee meeting attended and a $2,000 fee for each meeting of our independent directors. In addition to the foregoing, our Lead Director (and, going forward, our non-executive Chairman) receives an annual fee of $30,000, the chairperson of the Audit Committee receives an annual fee of $10,000, the chairperson of the Compensation and Human Resources Committee receives an annual fee of $7,500, and the chairpersons of the Executive, Governance, Investment and Credit Committees each receive an annual fee of $5,000. Herbert Wender also received 2,000 shares of phantom stock in 2005 as compensation for his efforts related to Radian’s CEO transition. Directors who are our employees do not receive additional compensation for their service as directors. Radian requires each director to maintain a minimum direct investment in Radian common stock equal to $350,000, on or before the later of January 1, 2007 or four years from the date that a director’s service on the board begins.

 

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