WBMD » Topics » Annual Fees

These excerpts taken from the WBMD 10-K filed Apr 30, 2009.
Annual Fees
 
Overview.  For each of the Non-Employee Directors, the amount set forth in Column (b) of the 2008 Director Compensation Table represents the sum of the value of shares issued to pay the following amounts, each of which is described below:
 
  •  an annual retainer for service on the Board;
 
  •  annual fees for service on standing Committees of the Board; and
 
  •  annual fees, if any, for serving as Chairperson of standing Committees of the Board.
 
Non-Employee Directors do not receive per-meeting fees but are reimbursed for out-of-pocket expenses they incur in connection with attending Board and Board Committee meetings and our Annual Meeting of Stockholders.
 
Board Service.  Each Non-Employee Director receives an annual retainer of $30,000 for service on the WebMD Board, payable in WebMD Class A Common Stock.
 
Service on Standing Committees.  We pay annual fees for service on some of the standing committees of our Board, as well as an additional fee to the Chairperson of each of those Committees, in the following amounts, payable in WebMD Class A Common Stock:
 
         
Type of Service
  Annual Fee  
 
Membership on Audit Committee (Messrs. Dimick, Manning and Trotman)
  $ 15,000  
Membership on Compensation Committee (Dr. Adler, Dr. Moossa and Mr. Trotman) or Nominating Committee (Messrs. Dimick and Trotman and Dr. Moossa)
  $ 5,000  
Membership on Governance & Compliance Committee (Dr. Adler and Messrs. Dimick and Manning) or Related Parties Committee (Dr. Moossa and Messrs. Keller and Trotman)
  $ 10,000  
Chairperson of Compensation Committee (Dr. Adler) or Nominating Committee (Mr. Dimick)
  $ 2,500  
Chairperson of Audit Committee (Mr. Manning), Governance & Compliance Committee (Mr. Dimick) or Related Parties Committee (Mr. Trotman)
  $ 10,000  


10


Table of Contents

The amounts of the fees payable to Non-Employee Directors for service on our Board and its standing Committees are determined by the Compensation Committee and may be changed by it from time to time. The Compensation Committee also has discretion to determine whether such compensation is paid in cash, in WebMD Class A Common Stock or some other form of compensation.
 
Service on Other Committees.  Our Non-Employee Directors may also receive additional fees for service on committees established by the Board for specific purposes. Those fees will generally be paid in cash on a quarterly basis for the period that the committee exists and may be set by the Board, the Compensation Committee or the committee itself. The fees paid to Non-Employee Directors who are members of the Strategic Planning Committee of the Board for their service on that committee in 2008 are listed in column (d) of the 2008 Director Compensation Table above. Non-Employee Directors who serve on this committee will continue to receive compensation for that service. The current quarterly payment for such service is $1,500, which was set by the Compensation Committee of the Board.
 
Annual
Fees



 



Overview.  For each of the Non-Employee
Directors, the amount set forth in Column (b) of the
2008 Director Compensation Table represents the sum of the
value of shares issued to pay the following amounts, each of
which is described below:


 




































  • 

an annual retainer for service on the Board;
 
  • 

annual fees for service on standing Committees of the
Board; and
 
  • 

annual fees, if any, for serving as Chairperson of standing
Committees of the Board.


 



Non-Employee Directors do not receive per-meeting fees but are
reimbursed for
out-of-pocket
expenses they incur in connection with attending Board and Board
Committee meetings and our Annual Meeting of Stockholders.


 



Board Service.  Each Non-Employee Director
receives an annual retainer of $30,000 for service on the WebMD
Board, payable in WebMD Class A Common Stock.


 



Service on Standing Committees.  We pay annual
fees for service on some of the standing committees of our
Board, as well as an additional fee to the Chairperson of each
of those Committees, in the following amounts, payable in WebMD
Class A Common Stock:


 
























































         


Type of Service


 

Annual Fee

 
 


Membership on Audit Committee (Messrs. Dimick, Manning
and Trotman)



 

$

15,000

 


Membership on Compensation Committee (Dr. Adler,
Dr. Moossa and Mr. Trotman)
or Nominating
Committee (Messrs. Dimick and Trotman and
Dr. Moossa)



 

$

5,000

 


Membership on Governance & Compliance Committee
(Dr. Adler and Messrs. Dimick and Manning) or
Related Parties Committee (Dr. Moossa and
Messrs. Keller and Trotman)



 

$

10,000

 


Chairperson of Compensation Committee (Dr. Adler) or
Nominating Committee (Mr. Dimick)


 

$

2,500

 


Chairperson of Audit Committee (Mr. Manning),
Governance & Compliance Committee (Mr. Dimick)
or Related Parties Committee (Mr. Trotman)


 

$

10,000

 









10





Table of Contents






The amounts of the fees payable to Non-Employee Directors for
service on our Board and its standing Committees are determined
by the Compensation Committee and may be changed by it from time
to time. The Compensation Committee also has discretion to
determine whether such compensation is paid in cash, in WebMD
Class A Common Stock or some other form of compensation.


 



Service on Other Committees.  Our Non-Employee
Directors may also receive additional fees for service on
committees established by the Board for specific purposes. Those
fees will generally be paid in cash on a quarterly basis for the
period that the committee exists and may be set by the Board,
the Compensation Committee or the committee itself. The fees
paid to Non-Employee Directors who are members of the Strategic
Planning Committee of the Board for their service on that
committee in 2008 are listed in column (d) of the
2008 Director Compensation Table above. Non-Employee
Directors who serve on this committee will continue to receive
compensation for that service. The current quarterly payment for
such service is $1,500, which was set by the Compensation
Committee of the Board.


 




This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
Annual Fees
 
Overview.  For each of the WebMD non-employee directors, the amount set forth in Column (b) of the 2007 Director Compensation Table represents the sum of the value of shares issued to pay the following amounts, each of which is described below:
 
  •  an annual retainer for service on the board;
 
  •  annual fees for service on standing committees of the board; and
 
  •  annual fees, if any, for serving as Chairperson of standing committees of the board.
 
Non-employee directors do not receive per-meeting fees but are reimbursed for out-of-pocket expenses they incur in connection with attending board and board committee meetings and WebMD’s Annual Meeting of Stockholders.
 
Board Service.  Each WebMD non-employee director receives an annual retainer of $30,000 for service on the WebMD board, payable in WebMD Class A Common Stock.
 
Service on Standing Committees.  WebMD pays annual fees for service on some of the standing committees of its board, as well as an additional fee to the Chairperson of each of those committees, in the following amounts, payable in WebMD Class A Common Stock:
 
         
Type of Service
  Annual Fee
 
Membership on Audit Committee (Messrs. Dimick, Manning and Trotman)
  $ 15,000  
Membership on Compensation Committee (Dr. Adler, Dr. Moossa and Mr. Trotman) or Nominating Committee (Messrs. Dimick and Trotman and Dr. Moossa)
  $ 5,000  
Membership on Governance & Compliance Committee (Dr. Adler and Messrs. Dimick and Manning) or Related Parties Committee (Dr. Moossa and Mr. Trotman)
  $ 10,000  
Chairperson of Compensation Committee (Dr. Adler) or Nominating Committee (Mr. Dimick)
  $ 2,500  
Chairperson of Audit Committee (Mr. Manning) or Governance & Compliance Committee (Mr. Dimick) or Related Parties Committee (Mr. Trotman)
  $ 10,000  
 
The amounts of the fees payable to WebMD non-employee directors for service on WebMD’s board and its standing committees are determined by the Compensation Committee and may be changed by it from time to


18


Table of Contents

time. The Compensation Committee also has discretion to determine whether such compensation is paid in cash, in WebMD Class A Common Stock or some other form of compensation.
 
Service on Other Committees.  WebMD non-employee directors may also receive additional fees for service on committees established by the board for specific purposes. Those fees will generally be paid in cash on a quarterly basis for the period that the committee exists and may be set by the board, the Compensation Committee or the committee itself. One such committee existed during 2007 and it is described under “Corporate Governance — Committees of the Board of Directors — Special Committee” above and the fees payable to its members are listed in column (d) of the 2007 Director Compensation Table above. The amount of those fees was determined by the Compensation Committee of WebMD’s board.
 
These excerpts taken from the WBMD 10-K filed Apr 29, 2008.
Annual Fees
 
Overview.  For each of the Non-Employee Directors, the amount set forth in Column (b) of the 2007 Director Compensation Table represents the sum of the value of shares issued to pay the following amounts, each of which is described below:
 
  •  an annual retainer for service on the Board;
 
  •  annual fees for service on standing Committees of the Board; and
 
  •  annual fees, if any, for serving as Chairperson of standing Committees of the Board.
 
Non-Employee Directors do not receive per-meeting fees but are reimbursed for out-of-pocket expenses they incur in connection with attending Board and Board Committee meetings and our Annual Meeting of Stockholders.


9


Table of Contents

Board Service.  Each Non-Employee Director receives an annual retainer of $30,000 for service on the WebMD Board, payable in WebMD Class A Common Stock.
 
Service on Standing Committees.  We pay annual fees for service on some of the standing committees of our Board, as well as an additional fee to the Chairperson of each of those Committees, in the following amounts, payable in WebMD Class A Common Stock:
 
         
Type of Service
  Annual Fee  
 
Membership on Audit Committee (Messrs. Dimick, Manning and Trotman)
  $ 15,000  
Membership on Compensation Committee (Dr. Adler, Dr. Moossa and Mr. Trotman) or Nominating Committee (Messrs. Dimick and Trotman and Dr. Moossa)
  $ 5,000  
Membership on Governance & Compliance Committee (Dr. Adler and Messrs. Dimick and Manning) or Related Parties Committee (Dr. Moossa and Mr. Trotman)
  $ 10,000  
Chairperson of Compensation Committee (Dr. Adler) or Nominating Committee (Mr. Dimick)
  $ 2,500  
Chairperson of Audit Committee (Mr. Manning) or Governance & Compliance Committee (Mr. Dimick)
  $ 10,000  
 
The amounts of the fees payable to Non-Employee Directors for service on our Board and its standing Committees are determined by the Compensation Committee and may be changed by it from time to time. The Compensation Committee also has discretion to determine whether such compensation is paid in cash, in WebMD Class A Common Stock or some other form of compensation.
 
Service on Other Committees.  Our Non-Employee Directors may also receive additional fees for service on committees established by the Board for specific purposes. Those fees will generally be paid in cash on a quarterly basis for the period that the committee exists and may be set by the Board, the Compensation Committee or the committee itself. One such committee existed during 2007 and it is described under “Corporate Governance — Committees of the Board of Directors — Special Committee” above and the fees payable to its members are listed in column (d) of the 2007 Director Compensation Table above. The amount of those fees was determined by the Compensation Committee of our Board.
 
Annual
Fees



 



Overview.  For each of the Non-Employee
Directors, the amount set forth in Column (b) of the
2007 Director Compensation Table represents the sum of the
value of shares issued to pay the following amounts, each of
which is described below:


 




































  • 

an annual retainer for service on the Board;
 
  • 

annual fees for service on standing Committees of the
Board; and
 
  • 

annual fees, if any, for serving as Chairperson of standing
Committees of the Board.


 



Non-Employee Directors do not receive per-meeting fees but are
reimbursed for out-of-pocket expenses they incur in connection
with attending Board and Board Committee meetings and our Annual
Meeting of Stockholders.





9





Table of Contents






Board Service.  Each Non-Employee Director
receives an annual retainer of $30,000 for service on the WebMD
Board, payable in WebMD Class A Common Stock.


 



Service on Standing Committees.  We pay annual
fees for service on some of the standing committees of our
Board, as well as an additional fee to the Chairperson of each
of those Committees, in the following amounts, payable in WebMD
Class A Common Stock:


 
























































         


Type of Service


 

Annual Fee

 
 


Membership on Audit Committee (Messrs. Dimick, Manning
and Trotman)



 

$

15,000

 


Membership on Compensation Committee (Dr. Adler,
Dr. Moossa and Mr. Trotman)
or Nominating
Committee (Messrs. Dimick and Trotman and
Dr. Moossa)



 

$

5,000

 


Membership on Governance & Compliance Committee
(Dr. Adler and Messrs. Dimick and Manning) or
Related Parties Committee (Dr. Moossa and
Mr. Trotman)



 

$

10,000

 


Chairperson of Compensation Committee (Dr. Adler) or
Nominating Committee (Mr. Dimick)


 

$

2,500

 


Chairperson of Audit Committee (Mr. Manning) or
Governance & Compliance Committee
(Mr. Dimick)


 

$

10,000

 






 



The amounts of the fees payable to Non-Employee Directors for
service on our Board and its standing Committees are determined
by the Compensation Committee and may be changed by it from time
to time. The Compensation Committee also has discretion to
determine whether such compensation is paid in cash, in WebMD
Class A Common Stock or some other form of compensation.


 



Service on Other Committees.  Our Non-Employee
Directors may also receive additional fees for service on
committees established by the Board for specific purposes. Those
fees will generally be paid in cash on a quarterly basis for the
period that the committee exists and may be set by the Board,
the Compensation Committee or the committee itself. One such
committee existed during 2007 and it is described under
“Corporate Governance — Committees of the Board
of Directors — Special Committee” above and the
fees payable to its members are listed in column (d) of the
2007 Director Compensation Table above. The amount of those
fees was determined by the Compensation Committee of our Board.


 




This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007.
Annual Fees
 
Overview.  For each of the Non-Employee Directors, the amount set forth in Column (b) of the 2006 Director Compensation Table represents the sum of the value of shares issued to pay the following amounts, each of which is described below:
 
  •  an annual retainer for service on the Board;
 
  •  annual fees for service on standing Committees of the Board; and
 
  •  annual fees, if any, for serving as Chairperson of standing Committees of the Board.
 
Non-Employee Directors do not receive per-meeting fees but are reimbursed for out-of-pocket expenses they incur in connection with attending Board and Board Committee meetings and our Annual Meeting of Stockholders.
 
Board Service.  Each Non-Employee Director receives an annual retainer of $30,000 for service on the WebMD Board, payable in WebMD Class A Common Stock.
 
Service on Standing Committees.  We pay annual fees for service on some of the standing committees of our Board, as well as an additional fee to the Chairperson of each of those Committees, in the following amounts, payable in WebMD Class A Common Stock:
 
         
Type of Service
  Annual Fee  
 
Membership on Audit Committee (Messrs. Dimick, Manning and Trotman)
  $ 15,000  
Membership on Compensation Committee (Dr. Adler, Dr. Moossa and Mr. Trotman) or Nominating Committee (Messrs. Dimick, Moossa and Trotman)
  $ 5,000  
Membership on Governance & Compliance Committee (Dr. Adler and Messrs. Dimick and Manning) or Related Parties Committee (Dr. Moossa and Mr. Trotman)
  $ 10,000  
Chairperson of Compensation Committee (Dr. Adler) or Nominating Committee (Mr. Dimick)
  $ 2,500  
Chairperson of Audit Committee (Mr. Manning) or Governance & Compliance Committee (Mr. Dimick)
  $ 10,000  
 
The amounts of the fees payable to Non-Employee Directors for service on our Board and its standing Committees are determined by the Compensation Committee and may be changed by it from time to time.


16


Table of Contents

The Compensation Committee also has discretion to determine whether such compensation is paid in cash, in WebMD Class A Common Stock or some other form of compensation.
 
Service on Other Committees.  Our Non-Employee Directors may also receive additional fees for service on committees established by the Board for specific purposes. Those fees will generally be paid in cash on a quarterly basis for the period that the committee exists and may be set by the Board, the Compensation Committee or the committee itself. No such committees existed during 2006.
 
This excerpt taken from the WBMD 10-K filed Apr 30, 2007.
Annual Fees
 
Overview.  For each of the Non-Employee Directors, the amount set forth in Column (b) of the 2006 Director Compensation Table represents the sum of the value of shares issued to pay the following amounts, each of which is described below:
 
  •  an annual retainer for service on the Board;
 
  •  annual fees for service on standing Committees of the Board; and
 
  •  annual fees, if any, for serving as Chairperson of standing Committees of the Board.
 
Non-Employee Directors do not receive per-meeting fees but are reimbursed for out-of-pocket expenses they incur in connection with attending Board and Board Committee meetings and our Annual Meeting of Stockholders.
 
Board Service.  Each Non-Employee Director receives an annual retainer of $30,000 for service on the WebMD Board, payable in WebMD Class A Common Stock.
 
Service on Standing Committees.  We pay annual fees for service on some of the standing committees of our Board, as well as an additional fee to the Chairperson of each of those Committees, in the following amounts, payable in WebMD Class A Common Stock:
 
         
Type of Service
  Annual Fee  
 
Membership on Audit Committee (Messrs. Dimick, Manning and Trotman)
  $ 15,000  
Membership on Compensation Committee (Dr. Adler, Dr. Moossa and Mr. Trotman) or Nominating Committee (Messrs. Dimick, Moossa and Trotman)
  $ 5,000  
Membership on Governance & Compliance Committee (Dr. Adler and Messrs. Dimick and Manning) or Related Parties Committee (Dr. Moossa and Mr. Trotman)
  $ 10,000  
Chairperson of Compensation Committee (Dr. Adler) or Nominating Committee (Mr. Dimick)
  $ 2,500  
Chairperson of Audit Committee (Mr. Manning) or Governance & Compliance Committee (Mr. Dimick)
  $ 10,000  
 
The amounts of the fees payable to Non-Employee Directors for service on our Board and its standing Committees are determined by the Compensation Committee and may be changed by it from time to time. The Compensation Committee also has discretion to determine whether such compensation is paid in cash, in WebMD Class A Common Stock or some other form of compensation.
 
Service on Other Committees.  Our Non-Employee Directors may also receive additional fees for service on committees established by the Board for specific purposes. Those fees will generally be paid in cash on a quarterly basis for the period that the committee exists and may be set by the Board, the Compensation Committee or the committee itself. No such committees existed during 2006.
 
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki