TIBX » Topics » Fiscal Year 2008 Director Compensation

This excerpt taken from the TIBX DEF 14A filed Feb 23, 2009.

Fiscal Year 2008 Director Compensation

The following table sets forth information concerning the compensation we paid to or was earned by each non-employee director during fiscal year 2008.

 

Name

   Fees Earned or
Paid in Cash
   Option
Awards1
   All Other
Compensation2
   Total

Bernard J. Bourigeaud3

   $ 4,500      —        —      $ 4,500

Eric C. W. Dunn

   $ 65,000    $ 130,600      —      $ 195,600

Narendra K. Gupta

   $ 97,000    $ 130,600      —      $ 227,600

Peter J. Job

   $ 88,250    $ 130,600    $ 5,000    $ 223,850

Philip K. Wood

   $ 92,000    $ 130,600    $ 5,000    $ 227,600

 

1 Represents the grant date fair value for awards granted in fiscal year 2008 to each of the non-employee directors in accordance with SFAS No. 123(R), excluding any estimates of future forfeitures. For a discussion of the assumptions used to calculate the value of stock option awards, see Note 14 to our Consolidated Financial Statements in the Form 10-K for the year ended November 30, 2008, as filed with the SEC. In fiscal year 2008, each non-employee director who was elected at the 2008 Annual Meeting of Stockholders received a stock option grant to acquire 40,000 shares of common stock. As of the end of fiscal year 2008, the directors had the following stock option awards outstanding: Mr. Bourigeaud: 0; Mr. Dunn: 260,000; Dr. Gupta: 340,000; Mr. Job: 330,000; and Mr. Wood: 300,000.

 

2

All Other Compensation consists of the reimbursement of fees for the preparation of an additional tax return required by a taxing authority outside of the director’s place of primary residence.

 

3

Mr. Bourigeaud resigned as a director effective April 16, 2008.

 

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES.

 

 

11


Table of Contents
This excerpt taken from the TIBX DEF 14A filed Mar 3, 2008.

Fiscal Year 2007 Director Compensation

The following table sets forth information concerning the compensation we paid to or was earned by each non-employee director during fiscal year 2007.

 

Name

   Total Fees Earned
or Paid in Cash
   Option
Awards(1)
   All Other
Compensation(2)
   Total

Bernard J. Bourigeaud

   $ 40,500    $ 148,892      —      $ 189,392

Eric C. W. Dunn

   $ 68,000    $ 148,892      —      $ 216,892

Narendra K. Gupta

   $ 102,500    $ 148,892      —      $ 251,392

Peter J. Job

   $ 80,000    $ 148,892    $ 5,000    $ 233,892

Philip K. Wood

   $ 97,500    $ 148,892      —      $ 246,392

 

(1) Represents the grant date fair value for awards granted in fiscal year 2007 to each of the non-employee directors in accordance with SFAS No. 123(R), excluding any estimates of future forfeitures. For a discussion of the assumptions used to calculate the value of stock option awards, see Note 14 to our Consolidated Financial Statements in the Form 10-K for the year ended November 30, 2007, as filed with the SEC. In fiscal year 2007, each director received a stock option grant to acquire 40,000 shares of common stock. As of the end of fiscal year 2007, the directors had the following stock option awards outstanding: Mr. Bourigeaud: 180,000; Mr. Dunn: 220,000; Mr. Gupta: 300,000; Mr. Job: 290,000; and Mr. Wood: 260,000.

 

(2) All Other Compensation is the reimbursement of fees for the preparation of an additional tax return required by a taxing authority outside of the director’s place of primary residence.

 

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES.

 

 

9


Table of Contents
This excerpt taken from the TIBX DEF 14A filed Mar 9, 2007.

Director Compensation

The form and amount of director compensation is determined by the Compensation Committee based on director compensation surveys prepared by outside compensation consultants. Only non-employee directors are compensated for serving as directors. Each non-employee director receives a $30,000 annual retainer for service on the Board and a $1,500 payment for each Board meeting attended in person or by telephone.

Directors also receive additional compensation for serving on committees or as a committee chairperson. Members of the Audit Committee receive a $10,000 annual retainer and a $1,000 payment for each committee meeting attended. Members of the Compensation Committee receive a $7,500 annual retainer and a $1,000 payment for each committee meeting attended. Members of the Nominating and Governance Committee receive a $2,500 annual retainer and a $1,000 payment for each committee meeting attended. The Chairman of the Audit Committee, the Chairman of the Compensation Committee and the Chairman of the Nominating and Governance Committee receive an additional annual retainer of $10,000, $7,500 and $2,500, respectively. The Presiding Director of the Board of Directors receives an annual retainer of $30,000; however, if the Presiding Director is also the Chairman of the Nominating and Governance Committee, then the Presiding Director will receive an annual retainer as the Presiding Director rather than annual retainers associated with being a member and Chairman of the Nominating and Governance Committee.

In addition, our non-employee directors receive stock option grants under our 1998 Director Option Plan (the “Director Plan”). Pursuant to the Director Plan, our non-employee directors are granted a stock option to acquire 100,000 shares of common stock upon their initial election to the Board of Directors. Our non-employee directors also receive subsequent grants to acquire 40,000 shares of common stock on the date of the annual meeting of stockholders if he has served on the Board of Directors for at least the preceding six months. All stock options granted pursuant to the Director Plan vest annually over a three-year period, beginning on the date of the grant.

This excerpt taken from the TIBX DEF 14A filed Mar 6, 2006.

Director Compensation

Only non-employee directors are compensated for serving as directors. Pursuant to the Board Compensation Plan adopted in December 2002, each non-employee director receives a $20,000 annual retainer for service on the Board and a $1,500 payment for each Board meeting attended in person or by telephone. In addition, members of each of the Audit Committee and Compensation Committee receive a $5,000 annual retainer and a $1,000 payment for each committee meeting attended. Members of the Nominating and Governance Committee receive a $2,500 annual retainer and a $1,000 payment for each committee meeting attended. The Chairman of each of the above three committees receives an additional $2,500 annual retainer.

During fiscal year 2005, our non-employee directors also received stock option grants under our 1998 Director Option Plan as follows: an initial grant upon first being elected to the Board of an option to purchase 100,000 shares of common stock and an annual automatic grant of 40,000 shares for each year of service thereafter. All options vest annually over a three-year period, beginning on the date of the grant.

This excerpt taken from the TIBX DEF 14A filed Mar 11, 2005.

Director Compensation

 

Only non-employee directors are compensated for serving as directors. Pursuant to the Board Compensation Plan adopted in December 2002, each non-employee director receives a $20,000 annual retainer for service on the Board and a $1,500 payment for each Board meeting attended in person or by telephone. In addition, members of each of the Audit Committee and Compensation Committee receive a $5,000 annual retainer and a $1,000 payment for each committee meeting attended. Members of the Nominating and Governance Committee receive a $2,500 annual retainer and a $1,000 payment for each committee meeting attended. The Chairman of each of the above three committees receives an additional $2,500 annual retainer.

 

During fiscal year 2004, our non-employee directors also received stock option grants under our 1998 Director Option Plan as follows: an initial grant upon first being elected to the Board of an option to purchase 100,000 shares of common stock and an annual automatic grant of 40,000 shares for each year of service thereafter. All options vest annually over a three-year period, beginning on the date of the grant.

 

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