This excerpt taken from the WR DEF 14A filed Apr 3, 2006.
Compensation of Directors
Directors who are our employees do not receive additional compensation for their services as a director. In 2005, non-employee directors received an annual retainer of $20,000, an annual grant of 2,000 shares of our common stock having a fair market value of $45,670 at the time of issuance, an annual retainer of $5,000 for serving as a committee chair, except the chairman of the Audit Committee who received an annual retainer of $8,000, a fee of $1,200 for each board of directors meeting attended and a fee of $1,000 for each committee meeting attended. The chairman of board of directors received an additional annual retainer of $15,000 and an additional annual grant of 2,000 shares of our common stock.
The following table sets forth the compensation that our directors earned during 2005.
This excerpt taken from the WR DEF 14A filed Apr 4, 2005.
Compensation of Directors
Directors who are our employees do not receive additional compensation for their services as a director. In 2004, the Nominating and Corporate Governance Committee proposed modifications to the terms of compensation payable to non-employee directors beginning in 2005. The proposed modifications resulted from the committee's review of our directors' roles and responsibilities and a study regarding director compensation prepared by an independent consulting firm. The study included market data regarding the compensation provided to directors at comparably sized companies and recommended modifications to our current compensation package.
Among other changes, the committee proposed that, as a result of the increased workload and broad-based responsibilities of the chairman of the board and the chairman of the Audit Committee, each receive an increase in their annual compensation. The committee also proposed that non-employee directors receive a fixed number of shares of the Company's common stock. In 2004, the number of shares of common stock and restricted share units awarded to each non-employee director was determined based on the then-current market price of the Company's common stock. The modifications proposed by the committee were approved by our board of directors.
The following table sets forth the compensation that our non-employee directors received during 2004 and the compensation that will be paid to our non-employee directors in 2005.
Non-employee directors have the right to convert cash compensation into shares of our common stock in accordance with the provisions of our 1996 Long Term Incentive and Share Award Plan and to defer payment of cash or stock compensation in accordance with the provisions of our Non-Employee Director Deferred Compensation Plan. We reimburse directors for travel and other out-of-pocket expenses incurred by them that are incidental to attending meetings. We also reimburse directors for reasonable expenses relating to ongoing director education. Non-employee directors are eligible to participate in our matching gift program on the same terms as our employees. Under this program, we will match on a dollar-for-dollar basis charitable contributions to Kansas colleges and universities made by directors, employees and their spouses up to $1,000 per household each year. In addition, the Company provides liability insurance for its directors and officers.