This excerpt taken from the TBAC DEF 14A filed Sep 22, 2009.
Mr. McGeachy is the only director who is also an employee of our Company. He does not receive any additional compensation for serving as a director or as Chairman of the Board. The compensation for our non-employee directors is made up of the following components:
Annual Retainer and Meeting Fees. For the fiscal year ended June 30, 2009, our non-employee directors received an annual retainer fee of $25,000. Our Lead Independent Director received an annual retainer fee of $50,000. In addition, the chairperson of our Audit Committee received an annual retainer fee of $7,500 and the chairpersons of our other Board committees received an annual retainer fee of $5,000. Our non-employee directors also received a fee of $1,500 for each Board meeting and each committee meeting they attended, other than Audit Committee meetings, for which the fee was $2,000 per meeting. Telephonic Board and committee meetings are compensated at a rate of $750 per meeting.
Incentive Awards. The Tandy Brands Accessories, Inc. 2002 Omnibus Plan (the Omnibus Plan) provides for the issuance of incentive stock options, nonqualified stock options, performance units, stock appreciation rights, and restricted stock. Under the Omnibus Plan, when a non-employee director is first elected or appointed to the Board, he or she is granted 4,060 shares of restricted stock, or, if the Board so elects, an alternative form of award (other than an incentive stock option) with a value substantially equivalent to the value of such restricted stock. The Omnibus Plan also provides that on or about the beginning of each fiscal year, each continuing non-employee director will receive an award of 3,000 shares of restricted stock and any non-employee Chairman (if the non-employee Chairman was previously elected to the Board and continues to serve as a director) will receive an award of 4,200 shares of restricted stock. If the Board so elects, an alternative form of award (other than an incentive stock option), with a value substantially equivalent to the value of the restricted stock award, may be granted.
Stock Deferral Plan. Our non-employee directors may elect in writing to defer receipt of all of their annual and committee chair retainer fees and meeting fees under our 1995 Stock Deferral Plan for Non-Employee Directors. All amounts deferred are credited to an account we maintain in phantom stock units which are equivalent in value to shares of our common stock, based on the average daily closing price of our common stock during the quarter in which the cash amount would otherwise have been paid.
All phantom stock units are fully vested and cannot be forfeited. Shares of stock equal to the number of phantom stock units are payable in a single distribution at the time specified in the applicable deferral election, so long as that time is not earlier than twelve months following the establishment of a particular phantom stock unit. We have the option to pay the cash value of the shares underlying the phantom stock units in lieu of issuing such shares. Phantom stock units for any declared cash dividends that would be payable on a number of shares of our common stock equal to the phantom stock units in a participating directors account are credited to the account based on the closing price of our common stock on the dividend record date. Phantom stock units will also be adjusted for stock dividends or other capital adjustments. In the event we experience a change in control, all phantom stock units will become immediately payable.
We are authorized to issue up to 50,000 shares of our common stock under our stock deferral plan, of which 28,375 shares are still available for issuance.
Other Benefits. We reimburse our directors for travel, lodging and related expenses they incur in attending Board and committee meetings, and we provide each director with directors and officers insurance and travel accident insurance.