DIRECTOR COMPENSATION
The following Table sets forth certain information with respect to the compensation paid to our non-employee directors during fiscal year 2020. Mr. Guzzi, our Chairman, President and Chief Executive Officer, received no additional compensation for serving on the Board.
Director Compensation for Fiscal Year 2020
Name
|
|
|
Fees Earned
or Paid
in Cash
($)(a)
|
|
|
Stock
Awards
($)(k)
|
|
|
Total
($)
|
|
John W. Altmeyer
|
|
|
|
$
|
137,500(b)
|
|
|
|
|
$
|
170,000
|
|
|
|
|
$
|
307,500
|
|
|
David A. B. Brown
|
|
|
|
$
|
95,000(c)
|
|
|
|
|
$
|
––
|
|
|
|
|
$
|
95,000
|
|
|
Richard F. Hamm, Jr
|
|
|
|
$
|
155,000(d)
|
|
|
|
|
$
|
170,000
|
|
|
|
|
$
|
325,000
|
|
|
Ronald L. Johnson
|
|
|
|
$
|
—(e)
|
|
|
|
|
$
|
––
|
|
|
|
|
$
|
––
|
|
|
David H. Laidley
|
|
|
|
$
|
152,500(f)
|
|
|
|
|
$
|
170,000
|
|
|
|
|
$
|
322,500
|
|
|
Carol P. Lowe
|
|
|
|
$
|
132,500(g)
|
|
|
|
|
$
|
170,000
|
|
|
|
|
$
|
302,500
|
|
|
M. Kevin McEvoy
|
|
|
|
$
|
185,000(h)
|
|
|
|
|
$
|
170,000
|
|
|
|
|
$
|
355,000
|
|
|
William P. Reid
|
|
|
|
$
|
145,000
|
|
|
|
|
$
|
170,000
|
|
|
|
|
$
|
315,000
|
|
|
Steven B. Schwarzwaelder
|
|
|
|
$
|
150,000(i)
|
|
|
|
|
$
|
170,000
|
|
|
|
|
$
|
320,000
|
|
|
Robin Walker-Lee
|
|
|
|
$
|
147,500(j)
|
|
|
|
|
$
|
170,000
|
|
|
|
|
$
|
317,500
|
|
|
(a)
Includes an annual cash retainer, payable quarterly, under our Director Award Program for each non-employee director other than Mr. Altmeyer and Ms. Lowe, each of whom elected to receive 50% of the annual cash retainer in additional restricted stock units, the value of which are included in this column. For the period from January 1, 2020 to June 11, 2020, quarterly payments were based on an annualized cash retainer amount of $180,000. Due to the COVID-19 pandemic, following the 2020 Annual Meeting of Stockholders on June 11, 2020, the cash retainer for each non-employee director was reduced to $110,000 on an annualized basis, with subsequent quarterly payments correspondingly reduced. The reported fees reflect such reduction.
(b)
For serving as Chairman of the Compensation Committee, Mr. Altmeyer received an additional annual fee of $10,000.
(c)
On June 11, 2020, Mr. Brown retired from the Board pursuant to our Director Retirement Policy. For serving as Chairman of the Audit Committee until his retirement, Mr. Brown received an additional fee of $5,000.
(d)
For serving as a member of the Audit Committee, Mr. Hamm received an additional annual fee of $5,000, and for serving as Chairman of the Corporate Governance Committee, he received an additional annual fee of $5,000.
(e)
Mr. Johnson was elected to the Board on February 23, 2021 and joined the Board on March 1, 2021. Therefore, he received no Board fees in 2020.
(f)
For serving as Chairman of the Audit Committee from June 11, 2020 to December 31, 2020, Mr. Laidley received an additional fee of $5,000. Prior to his election as Chairman of the Audit Committee on June 11, 2020, Mr. Laidley served as a member of the Audit Committee and received a fee of $2,500 for his service from January 1, 2020 until his election as Chairman of such Committee.
(g)
For serving as a member of the Audit Committee, Ms. Lowe received an additional annual fee of $5,000.
(h)
For serving as Lead Director, Mr. McEvoy received an additional fee of $40,000 for the period from January 1, 2020 to June 11, 2020, after which date such Lead Director fee was reduced to $30,000, and the reported fees reflect such reduction. For serving as a member of the Compensation Committee, Mr. McEvoy received an additional annual fee of $5,000.
(i)
For serving as a member of the Compensation Committee, Mr. Schwarzwaelder received an additional fee of $5,000.
(j)
For serving as a member of the Compensation Committee until June 11, 2020, Ms. Walker-Lee received an additional fee of $2,500.
(k)
The stock awards represent an aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Upon their re-election to the Board, each of our non-employee directors received an award on June 11, 2020 consisting of 2,702 restricted stock units in respect of which an equal number of shares of our Common Stock will be issued with an aggregate grant date fair value of $170,000. In addition, because Mr. Altmeyer and Ms. Lowe elected to receive only $55,000 of the cash retainer for the 12-month period commencing June 11, 2020, in accordance with the directors’ compensation arrangement for 2020,