TMY » Topics » Director Compensation

These excerpts taken from the TMY 10-K filed Apr 29, 2008.

Director Compensation

Our non-employee Board of Directors members receive an annual retainer of $10,000, in addition to annual restricted stock grants of 20,000 shares and annual stock option grants of 40,000 shares. The stock options have a one year vesting period and a five year term. The Audit Committee chairman receives an additional quarterly fee of $2,000 and members of the Audit Committee receive quarterly fees of $1,000. The Compensation Committee and Nominating and Governance Committee chairmen receive additional quarterly fees of $1,000, while members of these committees receive quarterly fees of $500. In addition, members of the Special Committee consisting of Messrs. Haasbeek (chairman until his resignation from the committee in April 2008), Carter and Rupf, formed in 2007 to review acquisition proposals with the Company’s financial advisor and ultimately, if appropriate, make a recommendation with respect to a transaction to the full Board, each received an appointment fee of $10,000 and is entitled to a $750 per meeting fee (or, in the case of the chairman, a $15,000 appointment and $1,500 per meeting fee), although the per meeting fee was subsequently revised, due to the frequency and number of meetings of the Special Committee, to provide that the same fee be paid to each member on a weekly basis with respect to fees earned during the 2007 fiscal year. Directors who are also full-time officers or employees of the company receive no additional compensation for serving as directors.

In the event of a resignation of a non-employee director, such director is entitled to a one time payment of $10,000 and immediate vesting of all outstanding stock options and restricted stock grants. In the event of a merger or other major corporate change, any director that does not continue to serve as a director of the surviving or acquiring entity is entitled to receive a cash payment equal to two (2) times the current annual cash retainer, plus two (2) times the current number of annual restricted stock award shares. All outstanding stock options and restricted stock awards would become immediately vested.

 

Name

(a)

  Fees Earned
or Paid in
Cash

($)
(b)
  Stock
Awards
($)

(c)(1)
  Option
Awards
($)

(d)(1)
  Non-Equity
Incentive Plan
Compensation
($)

(e)
  Change in
Pension

Value and
Nonqualified
Deferred
Compensation
Earnings

(f)
  All Other
Compensation
($)

(g)
  Total
($)
(h)

James H. Dorman(2)(3)

  20,000   37,167   106,988   —     —     —     164,155

Marvin R. Carter(2)(4)

  47,000   37,167   106,988   —     —     —     191,155

Dr. Wolfgang Rupf(2)(5)

  40,000   27,200   45,027   —     —     —     112,227

J. Frank Haasbeek(6)

  76,000   27,200   45,027   —     —     —     148,227

Alfred L. Shacklett, Jr.(7)

  14,000   27,200   45,027   —     —     —     86,227

George E. Reese(2)(8)

  4,500   40,800   —     —     —     —     45,300

Dr. Fernando J. Zúñiga y Rivero(9)

  4,000   —     —     —     —     —     4,000

 

(1) The amounts shown in columns (c) and (d) represent the aggregate expense amounts recognized for financial statement reporting purposes in fiscal 2007 for restricted stock awards and stock options granted to the named directors in 2007 and prior years as applicable. The amounts reflect the dollar amount recognized for financial statement reporting purposes for the year ended December 31, 2007 in accordance with SFAS 123(R). A discussion of the valuation assumptions used for purposes of the SFAS 123(R) calculation is included in Note 7 to our 2007 Consolidated Financial Statements that are part of our Annual Report on Form 10-K for the year ended December 31, 2007.
(2) The grant date fair values of the 20,000 share restricted stock grant and the 40,000 share stock option granted to each of the directors in 2007, computed in accordance with SFAS 123(R), were $40,800 and $122,800, respectively.
(3) Mr. Dorman had 145,000 options outstanding as of December 31, 2007.
(4) Mr. Carter had 145,000 options outstanding as of December 31, 2007.
(5) Dr. Wolfgang Rupf had 40,000 options outstanding as of December 31, 2007.
(6) Mr. Haasbeek had 40,000 options outstanding as of December 31, 2007.
(7) Mr. Shacklett had 40,000 options outstanding as of December 31, 2007.
(8) Mr. Reese resigned from the Board of Directors on April 13, 2007.
(9) Dr. Fernando J. Zuñiga y Rivero retired from the board effective as of the 2007 annual meeting of stockholders and did not stand for re-election as a director.

 

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Table of Contents

Director Compensation

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Our non-employee Board of Directors members receive an annual retainer of $10,000, in addition to annual restricted stock grants of 20,000 shares and
annual stock option grants of 40,000 shares. The stock options have a one year vesting period and a five year term. The Audit Committee chairman receives an additional quarterly fee of $2,000 and members of the Audit Committee receive quarterly fees
of $1,000. The Compensation Committee and Nominating and Governance Committee chairmen receive additional quarterly fees of $1,000, while members of these committees receive quarterly fees of $500. In addition, members of the Special Committee
consisting of Messrs. Haasbeek (chairman until his resignation from the committee in April 2008), Carter and Rupf, formed in 2007 to review acquisition proposals with the Company’s financial advisor and ultimately, if appropriate, make a
recommendation with respect to a transaction to the full Board, each received an appointment fee of $10,000 and is entitled to a $750 per meeting fee (or, in the case of the chairman, a $15,000 appointment and $1,500 per meeting fee), although the
per meeting fee was subsequently revised, due to the frequency and number of meetings of the Special Committee, to provide that the same fee be paid to each member on a weekly basis with respect to fees earned during the 2007
fiscal year. Directors who are also full-time officers or employees of the company receive no additional compensation for serving as directors.

SIZE="2">In the event of a resignation of a non-employee director, such director is entitled to a one time payment of $10,000 and immediate vesting of all outstanding stock options and restricted stock grants. In the event of a merger or other major
corporate change, any director that does not continue to serve as a director of the surviving or acquiring entity is entitled to receive a cash payment equal to two (2) times the current annual cash retainer, plus two (2) times the current
number of annual restricted stock award shares. All outstanding stock options and restricted stock awards would become immediately vested.

 




















































































































































Name

SIZE="1">(a)

 Fees Earned
or Paid in
Cash

($)
FACE="Times New Roman" SIZE="1">(b)
 Stock
Awards
($)

(c)(1)
 Option
Awards
($)

(d)(1)
 Non-Equity
Incentive Plan
Compensation
($)

(e)
 Change in
Pension

Value
and
Nonqualified
Deferred
Compensation
Earnings

(f)
 All Other
Compensation
($)

(g)
 Total
($)
SIZE="1">(h)

James H. Dorman(2)(3)

 20,000 37,167 106,988 —   —   —   164,155

Marvin R. Carter(2)(4)

 47,000 37,167 106,988 —   —   —   191,155

Dr. Wolfgang Rupf(2)(5)

 40,000 27,200 45,027 —   —   —   112,227

J. Frank Haasbeek(6)

 76,000 27,200 45,027 —   —   —   148,227

Alfred L. Shacklett, Jr.(7)

 14,000 27,200 45,027 —   —   —   86,227

George E. Reese(2)(8)

 4,500 40,800 —   —   —   —   45,300

Dr. Fernando J. Zúñiga y Rivero(9)

 4,000 —   —   —   —   —   4,000

 





(1)The amounts shown in columns (c) and (d) represent the aggregate expense amounts recognized for financial statement reporting purposes in fiscal 2007 for restricted stock
awards and stock options granted to the named directors in 2007 and prior years as applicable. The amounts reflect the dollar amount recognized for financial statement reporting purposes for the year ended December 31, 2007 in accordance with
SFAS 123(R). A discussion of the valuation assumptions used for purposes of the SFAS 123(R) calculation is included in Note 7 to our 2007 Consolidated Financial Statements that are part of our Annual Report on Form 10-K for the year ended
December 31, 2007.




(2)The grant date fair values of the 20,000 share restricted stock grant and the 40,000 share stock option granted to each of the directors in 2007, computed in accordance with SFAS
123(R), were $40,800 and $122,800, respectively.




(3)Mr. Dorman had 145,000 options outstanding as of December 31, 2007.




(4)Mr. Carter had 145,000 options outstanding as of December 31, 2007.




(5)Dr. Wolfgang Rupf had 40,000 options outstanding as of December 31, 2007.




(6)Mr. Haasbeek had 40,000 options outstanding as of December 31, 2007.




(7)Mr. Shacklett had 40,000 options outstanding as of December 31, 2007.




(8)Mr. Reese resigned from the Board of Directors on April 13, 2007.




(9)Dr. Fernando J. Zuñiga y Rivero retired from the board effective as of the 2007 annual meeting of stockholders and did not stand for re-election as a director.

 


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Table of Contents


EXCERPTS ON THIS PAGE:

10-K (2 sections)
Apr 29, 2008

RELATED TOPICS for TMY:

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