Compensation for Service on HLTH Board for WebMD

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WBMD » Topics » Compensation for Service on HLTH Board

This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.

Compensation for Service on HLTH Board

Dr. Adler and Messrs. Dimick and Manning serve as non-employee directors of HLTH and receive compensation from HLTH for their service. The Compensation Committee of the HLTH board is authorized to determine the compensation of HLTH’s non-employee directors.

The WebMD directors serving on the HLTH board received two types of compensation from HLTH for their board and board committee service: (1) cash fees and (2) a grant of options to purchase HLTH Common Stock. None of HLTH’s non-employee directors received any other compensation from HLTH during 2007 and none of them provided any services to HLTH during 2007, except their service as a director. HLTH does not offer any deferred compensation plans or retirement plans to its non-employee directors.

This table provides information regarding the value of the compensation from HLTH to the individuals listed for 2007, as calculated in accordance with applicable SEC regulations.


	*(b)*		*(c)*
*(a)*	Fees Earned or		Option		*(d)*
Name	Paid in Cash⁽¹⁾		Awards⁽²⁾⁽³⁾		Total

Mark J. Adler, M.D.	$	77,500	$	54,996	$	132,496
Neil F. Dimick		57,500		54,996		112,496
James V. Manning		95,000		54,996		149,996


(1)		The dollar amounts of the fees payable for HLTH board service and for service on standing committees of the HLTH board are the same as those applicable to the WebMD board and its standing committees (expressed in dollars), as described above. The amounts in Column (b) also include, with respect to Dr. Adler and Mr. Manning, $30,000 for their service in 2007 as members of a special committee of the HLTH board to oversee matters relating to the investigations described in “Legal Proceedings — Department of Justice and SEC Investigations of HLTH” in Note 12 to the Consolidated Financial Statements included as Annex B-1 to this proxy statement.

(2)		The amounts reported in Column (c) above reflect the aggregate dollar amounts recognized by HLTH in 2007 for stock option awards for income statement reporting purposes under SFAS No. 123R, “Share-based Payments” (disregarding any estimate of forfeitures related to service-based vesting conditions). See Note 13 (Stock-Based Compensation Plans) to the Consolidated Financial Statements included as Annex A-1 to the Proxy Statement for HLTH’s 2008 Annual Meeting for an explanation of the methodology and assumptions used in determining the fair value of stock option awards granted. The amounts reported in Column (c) reflect HLTH’s accounting expense for these stock option awards, not amounts realized by the individuals listed in the table. The actual amounts, if any, ultimately realized by these individuals from HLTH stock options will depend on the price of HLTH Common Stock at the time they exercise vested stock options.

(3)		Under HLTH’s Amended and Restated 2000 Long-Term Incentive Plan (which we refer to as the HLTH 2000 Plan), each director of HLTH automatically receives, on each January 1, a non-qualified option to purchase 20,000 shares of HLTH Common Stock with an exercise price equal to the closing price on the last trading date of the prior year. The grants made on January 1, 2007 each had an exercise price of $12.39 per share and each had a total grant date fair value equal to $77,774, based on the methodology and assumptions referred to in Footnote 2 above. The following lists the total number of shares of HLTH Common Stock subject to outstanding unexercised option awards held by the listed individuals as of December 31, 2007 and the weighted average exercise price of those options:


	Number of Shares Subject		Weighted Average
Name	to Outstanding Options		Exercise Price

Mark J. Adler, M.D.		236,000	$	10.16
Neil F. Dimick		57,916	$	9.82
James V. Manning		248,000	$	8.89

This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007.

Compensation for Service on HLTH Board

Dr. Adler and Messrs. Dimick and Manning serve as non-employee directors of HLTH and receive compensation from HLTH for their service. The Compensation Committee of the HLTH Board is authorized to determine the compensation of HLTH’s non-employee directors.

Only two types of compensation were paid by HLTH to its non-employee directors in 2006 for their Board and Board Committee service: (1) cash fees and (2) a grant of options to purchase HLTH Common Stock. None of HLTH’s non-employee directors received any other compensation from HLTH during 2006 and none of them provided any services to HLTH during 2006, except their service as a director. HLTH does not offer any deferred compensation plans or retirement plans to its non-employee directors.

This table provides information regarding the value of the compensation from HLTH to the individuals listed for 2006, as calculated in accordance with applicable SEC regulations.

(b)

Fees Earned or

(c)

(d)

(a)

Paid in Cash

Option Awards

Total

Name

($)(1)

($)(2)(3)

($)

Mark J. Adler, M.D.

95,000

67,939

162,939

Neil F. Dimick

62,500

70,459

132,959

James V. Manning

117,500

67,939

185,439


(1)		The dollar amounts of the fees payable for HLTH Board service and for service on standing Committees of the HLTH Board are the same as those applicable to the WebMD Board and its standing Committees (expressed in dollars), as described above. The amounts in Column (b) also include the following:

		• Dr. Adler and Mr. Manning were each paid $47,500 for their service in 2006 as members of a special committee of the HLTH Board to oversee matters relating to the investigations described in “Legal Proceedings — Department of Justice and SEC Investigations of Emdeon” in Note 11 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2006.

		• Messrs. Dimick and Manning were each paid $5,000 for their service in the first quarter of 2006 on a special committee of the HLTH Board that provided oversight with respect to information technology matters relating to Emdeon Business Services.

(2)		The amounts reported in Column (c) above reflect the aggregate dollar amounts recognized by HLTH in 2006 for stock option awards for income statement reporting purposes under Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-based Payments” (disregarding any estimate of forfeitures related to service-based vesting conditions). See Note 4 (Stock-Based Compensation) to the Consolidated Financial Statements included in HLTH’s Annual Report on Form 10-K for the year ended December 31, 2006 for an explanation of the methodology and assumptions used in determining the fair value of stock option awards granted. The amounts reported in Column (c) reflect HLTH’s accounting expense for these stock option awards, not amounts realized by the individuals listed in the table. The actual amounts, if any, ultimately realized by these individuals from HLTH stock options will depend on the price of HLTH Common Stock at the time they exercise vested stock options.

(3)		Under HLTH’s 2000 Long-Term Incentive Plan (which we refer to as the HLTH 2000 Plan), Non-Employee Directors of HLTH automatically receive an award of 20,000 options to purchase HLTH Common Stock on each January 1, with an exercise price equal to the closing price on the last trading date of the prior year. The grants made on January 1, 2006 each had an exercise price of $8.46 per share and each had a total grant date fair value equal to $64,046, based on the methodology and assumptions referred to in Footnote 2 above. The following lists the total number shares of HLTH Common Stock subject to outstanding unexercised option awards held by the listed individuals as of December 31, 2006 and the weighted average exercise price of those options:


	Number of Shares Subject		Weighted Average
Name	to Outstanding Options		Exercise Price

Mark J. Adler, M.D.		216,000	$	9.96
Neil F. Dimick		37,916	$	8.46
James V. Manning		228,000	$	8.58

EXCERPTS ON THIS PAGE:

DEF 14A	Nov 5, 2008

DEF 14A	Aug 14, 2007

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