ROST » Topics » COMPENSATION OF DIRECTORS

This excerpt taken from the ROST DEF 14A filed Apr 14, 2008.

COMPENSATION OF DIRECTORS

The chart below summarizes all compensation paid to members of our Board of Directors during fiscal 2007:

Director Compensation (Fiscal 2007)
Name Fees Earned or
Paid
in Cash
Option
Awards
(1) (3) (4)
All Other
Compensation
(2)
Total
Norman A. Ferber $0 $56,318 $1,264,469 $1,320,787
Michael Balmuth (5) $0 $0 $0 $0
K. Gunnar Bjorklund $58,500 $56,318 $0 $114,818
Michael J. Bush $60,500 $56,318 $0 $116,818
John Froman* $10,750 $5,253 $0 $16,003
Sharon D. Garrett $62,500 $56,318 $0 $118,818
Stuart G. Moldaw $44,500 $56,318 $242,555 $343,373
George P. Orban $83,500 $56,318 $0 $139,818
Donald H. Seiler $106,500 $56,318 $0 $162,818

____________________

*Mr. Froman resigned from our Board in March 2008

9



(1)     Option award values reflect the amortization costs recognized by the Company pursuant to FAS 123(R) during fiscal 2007 relating to proportionate vesting of outstanding stock options granted pursuant to the 2004 Equity Plan based upon a formula approved by stockholders for all non-employee Board members. For Ms. Garrett and Messrs. Ferber, Bjorklund, Bush, Moldaw, Orban and Seiler the amounts shown reflect options as follows: $2,468 related to a stock option award of 8,000 shares granted on May 20, 2004, with a total award value of $49,705 at grant date, which completed vesting on May 20, 2007; $13,324 related to a stock option award of 9,029 shares granted on May 19, 2005, with a total award value of $72,731 at grant date; $24,577 related to a stock option award of 9,351 shares granted on May 18, 2006, with a total award value of $75,968 at grant date; and $15,948 related to a stock option award of 8,094 shares granted on May 24, 2007, with a total award value of $68,815 at grant date. Mr. Froman joined the Board on November 20, 2007 and the Company recognized amortization costs of $5,253 in 2007 related to the grant of an option to purchase 12,360 shares, which had a total award value of $77,805 at grant date.
(2) All other compensation for Mr. Ferber is paid pursuant to his Consultancy Agreement and Retirement Benefit Package Agreement described below under the caption Other Director Compensation. The amount listed is comprised of consulting fees of $1,100,000; benefits valued at $70,849 paid under the terms of his Retirement Benefit Package Agreement (which includes executive medical, dental, vision and mental health insurance, life insurance, accidental death and dismemberment insurance, travel insurance, group excess personal liability insurance, estate planning expense reimbursements and certain “matching contributions” (as that term is defined in his agreement)); income tax gross-up payments of $8,383; and administrative support inclusive of benefits valued at $85,237. All other compensation for Mr. Moldaw includes consulting fees of $100,000, administrative support valued at $119,656, and health benefits valued at $22,899 paid pursuant to his consulting agreement with the Company described below under the caption Other Director Compensation. As noted with respect to the Perquisites table for Executive Compensation, occasionally directors and family members of executives or directors may join executives on leased, Company-provided private aviation flights made for business purposes if there is a seat that would otherwise go unfilled. Because this benefit has no incremental cost to the Company, it is not reflected in the table.
(3) The outstanding equity awards at fiscal year end for non-employee Directors were as follows:
    a.

Mr. Ferber: Options for 82,474 shares of common stock.

b.    

Mr. Bjorklund: Options for 52,474 shares of common stock.

c.

Mr. Bush: Options for 52,474 shares of common stock and 1,518 shares of common stock.

d.

Mr. Froman: Options for 12,360 shares of common stock. Mr. Froman resigned from the Board in March 2008.

e.

Ms. Garrett: Options for 50,474 shares of common stock.

f.

Mr. Moldaw: Options for 78,474 shares of common stock and 2,444 shares of common stock.

g.

Mr. Orban: Options for 78,474 shares of common stock and 1,337,396 shares of common stock.

h.

Mr. Seiler: Options for 46,474 shares of common stock and 576,680 shares of common stock.

(4) The total value to be expensed over the amortization or vesting period for each option was determined using the Black- Scholes option pricing model with the weighted average assumptions for expected life of the option from grant date, expected volatility, risk free interest rate and dividend yield disclosed as follows:
  a.

Options granted on May 20, 2004 as described in Note A of our Form 10-Q for the second quarter of fiscal 2004 filed on September 9, 2004.

b.

Options granted on May 19, 2005 as described in Note A of our Form 10-Q for the second quarter of fiscal 2005 filed on September 8, 2005.

c.

Options granted on May 18, 2006 described in Note B of our Form 10-Q for the second quarter of fiscal 2006 filed on September 6, 2006.

d.

Options granted on May 24, 2007 described in Note B of our Form 10-Q for the second quarter of fiscal 2007 filed on September 12, 2007.

e.

Options granted on November 20, 2007 described in Note C of our Form 10-K for fiscal 2007.

(5) Mr. Balmuth does not receive any separate compensation for his service as a member of the Board. Information regarding compensation for Mr. Balmuth is reflected in the Summary Compensation Table and the other tables and accompanying discussion.
This excerpt taken from the ROST DEF 14A filed Apr 17, 2007.


COMPENSATION OF DIRECTORS

The chart below summarizes all compensation paid to members of our Board of Directors during fiscal 2006:

Director Compensation
   Fees Earned or   All Other   
   Paid Option Compensation   
Name in Cash Awards (1) (2) Total
Norman A. Ferber $0 $55,558 $1,284,143 $1,339,701
Michael Balmuth (3) $0 $0 $0 $0
K. Gunnar Bjorklund $58,000 $55,611 $0 $113,611
Michael J. Bush $57,000 $55,558 $0 $112,558
Sharon D. Garrett $59,000 $55,558 $0 $114,558
Stuart G. Moldaw $41,000 $55,558 $234,770 $331,328
George P. Orban $68,000 $55,558 $0 $123,558
Donald H. Seiler $103,000 $55,558 $0 $158,558

(1)       Option award values reflect the amortization costs recognized by the Company pursuant to FAS 123(R) during fiscal 2006 relating to proportionate vesting of outstanding stock option shares granted pursuant to a formula approved by stockholders for all non-employee Board members (Ms. Garrett and Messrs. Ferber, Bjorklund, Bush, Moldaw, Orban and Seiler) as follows: $1,754 related to a stock option award of 8,000 shares granted on May 21, 2003, with a total award value of $37,289 at grant date which completed vesting on May 21, 2006; $10,047 related to a stock option award of 8,000 shares granted on May 20, 2004, with a total award value of $49,705 at grant date; $25,666 related to a stock option award of 9,029 shares granted on May 19, 2005, with a total award value of $72,731 at grant date; and $18,091 related to a stock option award of 9,351 shares granted on May 18, 2006, with a total award value of $75,968 at grant date. In addition to the above, the Company recognized amortization costs of $53 in 2006 related to the grant of 10,000 shares to Mr. Bjorklund when he joined the Board on January 30, 2003, which had a total award value of $74,841 at grant date.
 
(2) All other compensation for Mr. Ferber is paid pursuant to his Consultancy Agreement and Benefit Agreement described below. The amount listed is comprised of consulting fees of $1,100,000; benefits valued at $60,048 paid under the terms of his Retirement Benefit Package Agreement (which includes executive medical, dental, vision and mental health insurance, life insurance, accidental death and dismemberment insurance, travel insurance, group excess personal liability insurance, estate planning expense reimbursements and certain “matching contributions” (as that term is defined in his agreement)); income tax gross-up payments of $42,974; and administrative support inclusive of benefits valued at $81,121. All other compensation for Mr. Moldaw includes consulting fees of $100,000 paid pursuant to his consulting agreement with the Company described above, which also provides for administrative support valued at $114,970, and health benefits valued at $19,800.
 
(3) Mr. Balmuth does not receive any separate compensation for his service as a member of the Board. Information regarding compensation for Mr. Balmuth is reflected in the Summary Compensation Table and the other tables and accompanying discussion.
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