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How public companies treat board members

Board members' compensation varies

The following information was published by the respective companies in their most recent proxy statements filed with the Securities and Exchange Commission:


FIRSTENERGY CORP.

Non-employee directors received:

-- $40,000 cash retainer

-- $86,000 equity retainer fee paid in stock

-- $1,500 for each board and committee meeting attended. (21 to 32 meetings annually for each director, or $31,500 to $48,000 for each director.)

-- $1,500 fee for company or facility visits not connected to same-day board or committee meetings.

-- $1,500 per day fee to attend an industry meeting or training at request of the company.

-- Reimbursement for expenses related to attending meetings.

-- $5,000 annual fee to chairs of the corporate governance, compensation and finance committees.

-- $10,000 annual fee for chair of the nuclear committee.

-- $15,000 annual fee for chair of the audit committee.

-- $5,000 annual premium to all members of the audit committee attributed to increased workload caused by Sarbanes-Oxley Act regulations.

-- $125,000 annually to non-executive chairman of the board. The chairman also has use of an office and administrative support.

Directors are also entitled to use of the corporate aircraft for transportation to and from board meetings, committee meetings and training seminars.

Directors may elect to defer their fees and choose when to begin receiving the deferred compensation.

Directors' perquisites also include company-paid personal excess liability premiums, personal use of the corporate aircraft, cultural events, leisure activities and holiday gifts.

Non-employee directors 2007 total compensation:

-- Paul T. Addison, $206,473. Retired, managing director, utilities department of Salomon Smith Barney (Citigroup).

-- Michael J. Anderson, $162,387. President and CEO, The Andersons, Inc.

-- Carol A. Cartwright, $380,770. Retired, president Kent State University.

-- William T. Cottle, $223,374. Retired, chairman, president and CEO of STP Nuclear Operating Co.

-- Robert B. Heisler Jr., $204,157. Special Assistant for Community and Business Strategies to the President of Kent State University. Retired, chairman of KeyBank N.A.

-- Russell W. Maier, $117,783. President, CEO Michigan Seamless Tube LLC.

-- Ernest J. Novak Jr., $210,117. Retired, managing partner of Cleveland office of Ernst & Young LLP.

-- Catherine A. Rein, $332,022. Retired, senior executive VP and chief administrative officer, MetLife Inc.

-- Robert C. Savage, $118,292. Chairman, president and CEO, Savage & Associates, Inc.

-- George M. Smart, $339,002. Non-executive chairman of FirstEnergy. Retired, president of Sonoco- Phoenix, Inc.

-- Wes M. Taylor, $199,609. Retired, president TXU Generation.

-- Jesse T. Williams, $208,075. Retired, VP human resources, Goodyear Tire & Rubber Co.


FIRSTMERIT CORP.

Non-employee directors received:

$22,000 annual retainer.

-- $60,000 for lead independent director.

-- $1,500 for each board meeting attended in person.

-- $750 for each board meeting attended via telephone.

-- $1,750 for each audit committee meeting attended; committee chair gets $3,500 per meeting.

-- $1,550 for each compensation committee meeting attended; committee chair gets $3,100 per meeting.

-- $1,350 for each other committee meeting attended; committee chair gets $2,700 per meeting.

-- Each new non-employee director elected in 2007 received a grant of 1,000 shares of restricted stock.

-- The day after the company annual meeting, directors received a grant of 500 restricted stock shares and 3,000 stock options.

 

Non-employee directors' 2007 compensation:

 

-- Steven H. Baer, $21,100. Managing member, Rally Capital Services.

-- Karen S. Belden, $109,631. Realtor, The Prudential-DeHoff Realtors.

-- R. Cary Blair, $104,865. Retired, chairman and CEO Westfield Group.

-- John C. Blickle, $121,665. President, Rubber City Arches (McDonald's restaurants franchise owner).

-- Robert W. Briggs, $98,715. President, GAR Foundation; chairman emeritus Buckingham, Doolittle & Burroughs law firm.

-- Richard Colella, $93,522. Attorney, Colella & Weir.

-- Gina D. France, $76,001. President, France Strategic Partners LLC.

-- Terry L. Haines, $95,053. Retired, president and CEO, A. Schulman, Inc.

-- J. Michael Hochschwender, $80,183. President and CEO, The Smithers Group.

-- Clifford J. Isroff, $230,854. Retired, chairman and secretary, I Corp.

-- Philip A. Lloyd II, $125,765. Attorney for law firm Vorys, Sater, Seymour & Pease.

-- Roger T. Read, $37,434. Retired, chairman, CEO, president, Harwick Chemical Corp.

-- Richard N. Seaman, $67,619. President, CEO Seaman Corp.


GOODYEAR TIRE & RUBBER CO.

 

Non-employee directors received:

 

-- $75,000 cash compensation ($18,750 per quarter).

-- $55,000 additional for the lead director ($13,750 per quarter).

-- $20,000 ($5,000 per quarter) for chair of audit committee.

-- $10,000 ($2,500 per quarter) for other committee chairs.

-- $1,700 per additional meeting for any director who attended more than 24 board and committee meetings; $1,000 if meeting was attended by telephone.

-- Travel and lodging reimbursements to attend meetings paid by Goodyear.

-- Up to two free sets of Goodyear tires.

-- $95,000 annually ($23,750 per quarter) as part of the directors' equity plan for each eligible director who was a director for the entire preceding calendar quarter. Amounts are converted into units equivalent in value to Goodyear stock on the accrual date.

-- Inclusion in the Directors' Charitable Award Program, a life insurance policy on the lives of pairs of directors. Goodyear donates $1 million per director to a charitable organization recommended by a director after both pairs of directors are deceased. Directors elected after Oct. 1, 2005, are not eligible. Directors do not benefit financially from the program.

 

Non-employee directors' 2007 compensation:

 

-- James C. Boland, $419,492. Retired, former vice chairman, Cavaliers Operating Co.

-- John G. Breen, $606,395. Retired, chairman of Sherwin- Williams Co.

-- James A. Firestone, $5,707. President, Xerox North America.

-- Gary Forsee, $333,511. former CEO, Sprint Nextel Corp.

-- William J. Hudson Jr., $488,448. Retired, president, CEO and director AMP, Inc.

-- W. Alan McCollough, $74,053. Retired, former chairman, CEO Circuit City Stores Inc.

-- Steven A. Minter, $448,488. Retired, former president and executive director The Cleveland Foundation.

-- Denise M. Morrison, $232,136. Sr. VP and president, North America Soup, Campbell Soup Co.

-- Rodney O'Neal, $288,368. CEO and president, Delphi Corp.

-- Shirley D. Peterson, $297,607. Retired, former partner in Steptoe & Johnson law firm.

-- G. Craig Sullivan, $188,129. Retired. Former chairman, CEO, The Clorox Co.

-- Thomas H. Weidemeyer, $281,777. Retired. Former senior VP and chief operating officer, United Parcel Service.

-- Michael R. Wessel, $205,180. President, Wessel Group Inc.


JO-ANN STORES

For fiscal 2008, non- employee directors receive:

-- $70,000 cash annually.

-- $15,000 annually for chair of the audit committee.

-- $10,000 annually for chairs of other committees.

-- $35,000 annually for lead director.

-- 10,000 shares stock options upon election.

-- $120,000 annual grant of restricted stock and restricted stock units.

-- $120,000 ‘‘tenth anniversary’’ grants of restricted stock units for directors who joined the board on or prior to Sept. 9, 1999.

 

Non-employee directors' 2007 compensation:

 

-- Scott Cowen, $283,004. President, Tulane University and Seymour S. Goodman Professor of Management.

-- Ira Gumberg, $258,879. President, CEO of J.J. Gumberg Co.

-- Patricia Morrison, $294,664. Executive VP, chief information officer, Motorola, Inc.

-- Frank Newman, $259,879. Chairman, CEO of Medical Nutrition USA, Inc.

-- Beryl Raff, $269,264. Executive VP-general merchandising manager for the Fine Jewelry Division of J.C. Penney Co. Inc.

-- Alan Rosskamm, $1,027,929. Retired Jo-Ann Stores chairman, CEO and president; compensation includes CEO severance package.

-- Tracey Travis, $297,241. Senior VP and chief financial officer for Polo Ralph Lauren Corp.

-- Greg Searle, $295,504. Former president, CEO of Ross Environmental Services, Inc.B B MYERS INDUSTRIES INC.

Non-employee directors received:

 

-- $25,000 annual retainer; $30,000 annual retainer for audit committee chair.

-- $1,500 for each board meeting; $2,000 per board meeting for committee chairs.

-- Reimbursements for out- of-pocket expenses related to attending board and committee meetings.

-- 1,000 shares of restricted stock awarded on the day of the annual shareholders meeting.

No stock option awards were given to non-employee directors in 2007.

 

 

Non-employee directors' 2007 compensation:

 

-- Keith A. Brown, $91,773. President, Chimera Corp.

-- Vincent C. Byrd, $65,833. Senior VP, consumer market, J. M. Smucker Co.

-- Karl S. Hay, $37,405, retired from Brouse McDowell law firm.

-- Richard P. Johnston, $172,310. Chairman, Royal Associates, Inc.

-- Edward W. Kissel, $136,395. President, managing partner of Kissel Group Ltd.

-- Stephen E. Myers, $569,083. Chairman of Myers Industries, former CEO.

-- Richard L. Osborne, $69,773. Professor of management practice, formerly executive dean, Weatherhead School of Management, Case Western Reserve University.

-- Jon H. Outcalt, $147,127. Chairman, Federal Process Corp.

-- Robert A. Stefanko, $50,000. Retired, chairman and executive VP of finance and administration, A. Schulman, Inc.


NATIONAL INTERSTATE CORP.

As of April 30, non-employee directors receive:

-- $30,000 annual retainer.

-- $10,000 for chair of audit committee; $5,000 for audit committee members.

-- $5,000 for chair of compensation committee.

-- $2,500 for chair of nominating/governance committee.

-- $2,000 for each board meeting attended in person; $1,000 for each board meeting attended via telephone.

-- $1,000 for each committee meeting attended either in person or via telephone.

-- Reimbursement for travel expenses incurred in connection with service as an independent director.

-- Stock options and restricted shares under the company's long term incentive plan. No awards were paid out in 2007.B B

Non-employee directors' 2007 compensation:

 

-- Joseph E. Consolino, $37,000. Executive VP, chief financial officer for Validus Holdings.

-- Theodore H. Elliott Jr., $30,000. Chairman, Prime Capital Management Co., a founding investor in National Interstate.

-- Joel Schiavone, $29,000. Managing partner of privately held New Haven, Conn.-based real estate companies. Former owner and CEO of Schiavone Corp.



OMNOVA SOLUTIONS INC.

Non-employee directors receive:

-- $47,000 retainer; $35,000 in cash, $12,000 in equity shares.

-- $5,000 annually for committee chairs.

-- Participation in a retirement plan based on years of service for directors elected to the board prior to 2000. There have been no accruals of service for directors since 2006.B B

Non-employee directors' 2007 compensation:

 

-- Edward P. Campbell, $46,174. Chairman, president and CEO, Nordson Corp.

-- David A. Daberko, $51,904. Retired chairman, CEO National City Corp.

-- David J. D'Antoni, $46,904. Retired, senior VP and group operating officer, Ashland Inc.

-- Diane E. McGarry, $326,253. Retired, chief marketing officer, Xerox Corp. Total includes deferred compensation after retiring as an Omnova director.

-- Steven W. Percy, $51,904. Retired, senior VP, refining, marketing and transportation, Phillips Petroleum.

-- R. Byron Pipes, $46,174. John L. Bray Distinguished Professor of Engineering, Purdue University.

-- William R. Seelbach, $46,904. Operating executive, Riverside Co.

-- Robert A. Stefanko, $44,331. Retired, chairman and executive VP of finance and administration, A. Schulman, Inc.



TIMKEN CO.

Non-employee directors received:

 

-- $60,000 annually.

-- $30,000 for audit committee chair.

-- $15,000 for audit committee member.

-- $15,000 for chairs of compensation, finance and nominating/corporate governance committees.

-- $7,500 for members of compensation, finance and nominating/corporate governance committees.

-- 2,500 shares of stock (valued at $82,325) at the May 1, 2007, annual shareholders meeting; newly elected directors receive a grant of 2,000 restricted shares of stock.

-- Travel, meal and activities expenses, including ‘‘tax gross ups,’’ totaling $173,131 for six spouses who traveled with directors to a board meeting in China.

Non-employee directors' 2007 compensation:

-- Phillip R. Cox, $183,970. President and CEO, Cox Financial Corp.

-- Jerry Jasinowski, $196,309. Retired, president and CEO, National Association of Manufacturers.

-- John A. Luke Jr., $197,108. Chairman and CEO, MeadWestvaco Corp.

-- Robert W. Mahoney, $203,181. Retired, chairman of Diebold, Inc.

-- Joseph W. Ralston, $186,294. Vice chairman, The Cohen Group.

-- John P. Reilly, $198,302. Retired chairman, president and CEO Figgie International.

-- Frank C. Sullivan, $186,058. President and CEO, RPM International Inc

-- John M. Timken Jr., $164,825. Private investor.

-- Ward J. Timken, $142,325. President, Timken Foundation of Canton charitable organization. Former Timken Co. vice president. Father of Ward J. Timken Jr. and cousin of John M. Timken.

-- Joseph F. Toot Jr., $208,241. Retired president and CEO, Timken Co.

-- Jacqueline F. Woods, $185,788. Retired president of AT&T Ohio.



YRC WORLDWIDE INC. (parent of Roadway in Akron)

Non-employee directors received:

-- $50,000 retainer.

-- $10,000 for chair of audit/ethics committee.

-- $7,500 for chair of compensation committee.

-- $5,000 for chair of governance committee.

-- $1,500 for each board meeting attended.

-- $1,500 for each committee meeting attended.

-- $77,500 grant in share units on date of board meeting immediately following the annual stockholders meeting.

-- Reimbursement of costs and expenses related to board and committee meetings.

Non-employee directors' 2007 compensation:

-- Michael T. Byrnes, $19,800. Senior advisor, Yuan Associates.

-- Cassandra C. Carr, $151,399. Senior advisor, Public Strategies, Inc.

-- Howard M. Dean, $132,063. Retired, chairman of Dean Foods Co.

-- Dennis E. Foster, $163,280. Principal, Foster Thoroughbred Investments.

-- John C. McKelvey, $151,463. President, Menninger Foundation and chairman, Menninger Psychiatric Clinic.

-- Phillip J. Meek, $145,328. Retired senior VP and president, publishing group, Capital Cities/ABC, Inc.

-- Mark A. Schulz, $19,800. Retired executive VP and president, international operations, Ford Motor Co.

-- William L. Trubeck, $154,088. Executive VP and chief financial officer, H&R Block Inc.

-- Carl W. Vogt, $128,426. Retired senior partner, Fulbright & Jaworski law firm.

-- John F. Fiedler, $128,700. Retired chairman and CEO, BorgWarner Inc., and former Goodyear executive vice president.

The following information was published by the respective companies in their most recent proxy statements filed with the Securities and Exchange Commission:

Get the full article here.


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