VTAL » Topics » Director Compensation

This excerpt taken from the VTAL DEF 14A filed Apr 2, 2009.
Director Compensation

 

Compensation for the non-employee directors is set by the Compensation Committee. Key considerations in determining director compensation are for a meaningful portion of director compensation to be in the form of stock options, to align directors’ long-term interests with those of shareholders, and for the compensation program to be simple and transparent.  Effective as of September 1, 2008, the Compensation Committee adjusted the cash component of director compensation, so that compensation was after that date paid on a retainer basis, and meeting fees were discontinued.

 

The following table sets forth information about the compensation paid by the Company to and earned by its non-employee Directors for the year ended December 31, 2008:

 

This excerpt taken from the VTAL DEF 14A filed Apr 22, 2008.
Director Compensation

 

The following table sets forth information about the compensation paid by the Company to and earned by its Directors for the year ended December 31, 2007:

 

This excerpt taken from the VTAL DEF 14A filed Apr 25, 2007.

Director Compensation

The following table sets forth information about the compensation paid by the Company to and earned by its directors for the year ended December 31, 2006:

This excerpt taken from the VTAL DEF 14A filed Mar 24, 2006.

Director Compensation

 

Director Fees. For 2005, the annual retainer for independent Board members was $12,000, and the annual retainer to the Chairman of the Board was $5,000. In addition, the non-employee Board meeting fee for all Board Committees was $750, and the Committee Chairmen annual retainer was $2,000. The Committee meeting fee for the Audit Committee was $750, and the Committee meeting fee for all other Board Committees was $500. Also, Committee Chairmen were paid an additional $500 for each committee meeting they attended and chaired. For 2006, the annual retainers and meeting fees to be paid to our independent Board members will be increased. See “Report of the Compensation Committee.”

 

During 2005, the following non-employee directors received the following fees under the director compensation program:  Douglas M. Pihl ($25,000), James B. Hickey, Jr. ($36,000), Richard W. Perkins ($27,250), Michael W. Vannier, M.D. ($24,000), Sven A. Wehrwein ($34,500) and Gregory J. Peet ($10,000). As employees of the Company, Jay D. Miller and Vincent J. Argiro, Ph.D. received no director fees from the Company during 2005.

 

1997 Director Stock Option Plan. The Vital Images, Inc. 1997 Director Stock Option Plan (“Director Plan”) was adopted by the Board of Directors on March 19, 1997 and approved by the sole shareholder of the Company on May 1, 1997. The Director Plan is intended to assist the Company in attracting, motivating and retaining well-qualified individuals to serve as directors of the Company. The Director Plan provides for both the automatic and discretionary grant of options. The only individuals eligible to receive options under the Director Plan are members of the Board of Directors of the Company, and the only individuals eligible to receive automatic grants of options under the Director Plan are those directors of the Company who are not employees of the Company. The Director Plan provides that the total number of shares of the Company’s common stock that may be purchased upon the exercise of options shall not exceed 500,000 shares, subject to adjustment as provided in the Director Plan.

 

The Director Plan is administered by the Board of Directors of the Company. However, certain grants of stock options under the Director Plan and the amounts and terms of the options so granted are automatically determined under the Director Plan. As such, the Board of Directors has no authority to determine the grant or terms of such automatic options. Under the Director Plan, non-employee directors of the Company receive automatic grants of stock options to purchase 18,000 shares on their initial election or appointment to the Board of Directors and on each third anniversary of their appointment to the Board so long as they are members of the Company’s Board.

 

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The Director Plan will terminate on the earlier of the date on which it is terminated by the Company’s Board of Directors or March 19, 2007.

 

This excerpt taken from the VTAL DEF 14A filed Apr 12, 2005.

Director Compensation

 

Director Fees. From January 1, 2004 until October 1, 2004, the Directors’ compensation plan provided that non-employee directors receive an $8,000 annual retainer, and, in addition, the Chairman of the Board receive a $4,000 annual retainer. Also, Committee Chairmen received annual retainers of $2,000 each. The non-employee directors of the Company received a fee of $500, as well, for each Board meeting they attended and $500 for each committee meeting attended.

 

Effective October 1, 2004, changes were made to the Director compensation program. The annual retainer for independent Board members was increased to $12,000, and the annual retainer to the Chairman of the Board was increased to $5,000. In addition, the non-employee Board meeting fee was increased to $750. The Committee Chairmen annual retainer remained at $2,000 and Committee meeting fees remained at $500, but Audit Committee meeting fees increased to $750. Also, Committee Chairmen were to be paid an additional $500 for each committee meeting they attended and chaired. See “Report of the Compensation Committee.”

 

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During 2004, the following non-employee Directors received the following fees under the Director compensation program, as amended effective October 1, 2004: Douglas M. Pihl ($17,750), James B. Hickey, Jr. ($25,000), Richard W. Perkins ($20,500), Michael W. Vannier, M.D. ($21,000), and Sven A. Wehrwein ($25,000). As employees of the Company, Jay D. Miller and Vincent J. Argiro, Ph.D. received no Director fees during 2004.

 

                1997 Director Stock Option Plan. The Vital Images, Inc. 1997 Director Stock Option Plan (“Director Plan”) was adopted by the Board of Directors on March 19, 1997 and approved by the sole shareholder of the Company on May 1, 1997. The Director Plan is intended to assist the Company in attracting, motivating and retaining well-qualified individuals to serve as directors of the Company. As described below, the Director Plan provides for both the automatic and discretionary grant of options. The only individuals eligible to receive options under the Director Plan are members of the Board of Directors of the Company, and the only individuals eligible to receive automatic grants of options under the Director Plan are those Directors of the Company who are not employees of the Company. The Director Plan currently provides that the total number of shares of the Company’s common stock that may be purchased upon the exercise of options shall not exceed 300,000 shares, subject to adjustment as provided in the Director Plan.

 

                The Director Plan is administered by the Board of Directors of the Company. However, certain grants of stock options under the Director Plan and the amounts and terms of the options so granted are automatically determined under the Director Plan. As such, the Board of Directors has no authority to determine the grant or terms of such automatic options.

 

                Under the Director Plan, non-employee directors of the Company receive automatic grants of stock options to purchase 18,000 shares on their initial election or appointment to the Board of Directors and on each third anniversary thereafter so long as they are members of the Company’s Board.

 

                Please see the section of this proxy statement entitled “Approval of Amendment to 1997 Director Stock Option Plan to Increase the Number of Shares Subject to Automatic Option Grants to Non-Employee Directors” for a description of the terms of the Director Plan.

 

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