Director Compensation
The following table sets forth information concerning compensation for the last fiscal year for our non-employee directors.
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Name
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Fees Paid in Cash ($)(1)
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Stock Awards ($)(2)
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Total ($)
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Alexander D. Greene
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137,000
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—
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137,000
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Robert E. Creager
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85,500
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—
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85,500
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Gary R. Enzor
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80,000
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—
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80,000
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Thomas M. Glaser
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81,000
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—
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81,000
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Barbara J. Faulkenberry
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79,500
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—
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79,500
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M. Susan Chambers
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84,500
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—
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84,500
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1)
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Represents annual cash retainer, cash paid in lieu of customary annual equity awards, and fees paid based on meetings held from January 1, 2020 to April 6, 2020.
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2)
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Represents the temporary change to director compensation such that directors received cash paid on a quarterly basis, in lieu of their customary annual equity award to preserve shares under our Incentive Plan.
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Narrative to Director Compensation
On April 6, 2020, in an effort to preserve shares under the Incentive Plan for incentive compensation to our senior management team when such shares were limited, especially in light of the Company’s stock price at a time that required the issuance of more shares when granting equity awards, upon the recommendation of the Executive Compensation Committee, the Board elected to temporarily change director compensation such that directors received cash, paid on a quarterly basis, in lieu of their customary annual equity award. The Board, upon the recommendation of the Executive Compensation Committee, also elected to suspend all meeting fees through our 2021 Annual Meeting of Stockholders. The suspension of meeting fees saved the Company $23,000 in 2020.
As such, each nonemployee, non-chair director was paid, on a quarterly basis, an annual cash retainer of $35,000 and an additional $40,000 annual cash retainer in lieu of their customary annual equity award. The Chairperson was paid, on a quarterly basis, an annual cash retainer of $55,000, and an additional $85,000 annual cash retainer in lieu of its customary annual equity award. From January 1, 2020 to April 6, 2020, nonemployee directors received per-meeting fees for attending Board meetings in the amount of $1,000 for each meeting attended in person and $500 for each meeting attended telephonically.
The Chair of the Audit Committee was paid, on a quarterly basis, an annual cash retainer of $7,500, in addition to a $5,000 annual cash retainer paid, on a quarterly basis, to all members of the Audit Committee. From January 1, 2020 to April 6, 2020, Audit Committee members were also paid a fee of $1,000 per Audit Committee meeting attended in person and $500 per meeting attended via teleconference.
The Chair of the Executive Compensation Committee was paid, on a quarterly basis, an annual cash retainer of $5,000, in addition to a $1,000 annual cash retainer paid, on a quarterly basis, to all members of the Executive Compensation Committee. From January 1, 2020 to April 6, 2020, Executive Compensation Committee members were also paid a fee of $1,000 per Executive Compensation Committee meeting attended in person and $500 per meeting attended via teleconference.
The Chair of the Nominating and Corporate Governance Committee was paid, on a quarterly basis, an annual cash retainer of $5,000, in addition to a $2,000 annual cash retainer paid, on a quarterly basis, to all members of the Nominating and Corporate Governance Committee. From January 1, 2020 to April 6, 2020, Nominating and Corporate Governance Committee members were also paid a fee of $1,000 per Nominating and Corporate Governance Committee meeting attended in person and $500 per meeting attended via teleconference.