Director Compensation
As described more fully below, this table summarizes the annual cash compensation for the Company’s non-employee directors during the fiscal year ended May 31, 2007.
Director Compensation
For Fiscal Year Ended May 31, 2007
Name | | Fees Earned or Paid in Cash ($) | | | Option Awards ($) (1) | | | All Other Compensation | | | Total Compensation ($) | |
Carlton M. Johnson, Jr. | | $ | 132,000 | (2) | | $ | 109,118 | | | | -- | | | $ | 241,118 | |
Gloria H. Felcyn | | | 76,000 | (3) | | | 109,118 | | | | -- | | | | 185,118 | |
Helmut Falk, Jr. | | | 36,000 | | | | 109,118 | | | | -- | | | | 145,118 | |
James L. Turley | | | 86,000 | (4) | | | 109,118 | | | | -- | | | | 195,118 | |
1. | Represents the compensation costs of stock options for financial reporting purposes for fiscal 2007, computed in accordance with SFAS 123R, rather than an amount paid to or realized by the director. See Note 2 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2007 for the assumptions made in determining SFAS 123R values. There can be no assurance that the SFAS 123R amounts will ever be realized. The per-option SFAS 123R grant date value was $1.83 for options granted in fiscal 2007. |
2. | Consists of $36,000 board fee, $36,000 Phoenix Digital Solutions, LLC management committee fee, and $60,000 Compensation Committee and Executive Committee Chair fee (August 2006 to May 2007). |
3. | Consists of $36,000 board fee and $40,000 Audit Committee Chair fee (August 2006 to May 2007). |
4. | Consists of $36,000 board fee and $50,000 Technology Committee Chair fee (August 2006 to May 2007). |
At May 31, 2007 the aggregate number of options outstanding was: Mr. Johnson – 1,400,000 shares, Ms. Felcyn – 1,050,000 shares, Mr. Falk – 1,025,000 shares, and Mr. Turley – 600,000 shares.
All stock options issued to the Company’s directors vest immediately upon grant, have a term of five years and are subject to the terms and conditions of the Company’s stock option plans.
Directors who are not Company employees are compensated for their service as a director as shown in the table below:
Schedule of Director Fees
May 31, 2007
Compensation Item | | Amount | |
Board | | $ | 36,000 | |
Technology Committee Chair | | | 60,000 | (1) |
Audit Committee Chair | | | 48,000 | (1) |
Compensation Committee Chair/Executive Committee Chair | | | 72,000 | (1) |
Phoenix Digital Solutions, LLC Management Committee Board Member | | | 36,000 | |
