CenturyLink 2015 Annual Report Download - page 85

Mr. Nichols. Except as otherwise noted in the prior sentence, the table above does not reflect
reimbursements for travel expenses or any benefits associated with participating in recreational activities
scheduled during board retreats (as described further under the heading “Compensation Discussion and
Analysis — Our Compensation Program Objectives and Components of Pay — Other Benefits —
Perquisites”).
(5) Richard A. Gephardt and C.G. Melville, Jr. will be retiring from the Board at the meeting, at which time all
of their outstanding shares of restricted stock will vest.
(6) Fred R. Nichols served as a director through March 1, 2015, when he died. Joseph R. Zimmel resigned from
the Board on January 19, 2016.
Cash and Stock Payments
Each outside director is paid an annual fee of $65,000 plus $2,000 for attending each regular board meeting,
special board meeting (including each day of the Board’s annual planning session), committee meeting and
separate director education program.
Currently, William A. Owens, in his capacity as the non-executive Chairman of the Board, receives
supplemental board fees at the rate of $200,000 per year payable in shares of time-vested restricted stock (valued
using the 15-trading day average closing price specified in note 2 of the table appearing above under
“— Overview”). The restricted stock issued to the Chairman during 2015 vests on May 21, 2016 (subject to
accelerated vesting in certain limited circumstances). The Board anticipates making a similar grant to the
Chairman in May 2016. The Chairman’s duties are set forth in our corporate governance guidelines. See
“Corporate Governance.”
Currently, Harvey P. Perry, in his capacity as non-executive Vice Chairman of the Board, receives
supplemental board fees at the rate of $100,000 cash per year. The Board anticipates making a similar payment to
Mr. Perry in May 2016. The Vice Chairman’s current duties include, among others, (i) assisting the Chairman by
facilitating communications among the directors and monitoring the activities of the Board’s committees,
(ii) serving at the Chairman’s request on the board of any company in which we have an investment,
(iii) monitoring our strategies and (iv) performing certain executive succession functions.
We also pay annual supplemental board fees to the chairs of each of our committees as follows: (i) the chair
of the Audit Committee receives $25,000, (ii) the chair of the Compensation Committee receives $18,750,
(iii) the chair of the Nominating Committee receives $15,000 and (iv) the chair of the Risk Evaluation
Committee receives $12,500.
During 2015, the Compensation Committee authorized each outside director to receive shares of time-vested
restricted stock valued at $145,000 (valued using the 15-trading day average closing price specified in note 2 of
the table appearing above under “— Overview”) that vest on May 21, 2016 (subject to accelerated vesting in
certain limited circumstances). The Compensation Committee currently expects to authorize comparable equity
grants in May 2016 to each outside director serving on the day after our 2016 annual meeting.
Other Benefits
Each outside director is entitled to be reimbursed (i) for expenses incurred in attending board and committee
meetings, (ii) for expenses incurred in attending director education programs and (iii) up to $5,000 per year for
the cost of an annual physical examination, plus related travel expenses.
In connection with our 2011 merger with Qwest, we assumed the Qwest Deferred Compensation Plan for
Non-Employee Directors. Under this plan, Qwest outside directors could elect to defer all or a portion of their
cash directors’ fees, which were then converted to a number of “phantom units” based the value of a share of
Qwest stock, with credit for dividends paid to stockholders “reinvested” in additional phantom units. Certain plan
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