Cincinnati Bell 2010 Annual Report Download - page 25

DIRECTOR COMPENSATION
Director Compensation Arrangements
The Company uses a combination of cash and stock-based incentive compensation to attract and retain
qualified candidates to serve on the Board. In setting director compensation, the Company considers the
significant amount of time that Directors spend in fulfilling their duties to the Company as well as the skill-level
required.
Compensation for Employee Directors
Directors who are also employees of the Company (or any subsidiary of the Company) receive no additional
compensation for serving on the Board or its committees.
General Compensation Policy for Non-Employee Directors
Directors who are not employees of the Company or any subsidiary of the Company (“non-employee
directors”) receive compensation from the Company for their service on the Board. The table below sets forth the
compensation for non-employee directors in 2010.
Compensation Element 2010
Annual Chairman of the Board Retainer ................................................. $180,000
Annual Board Retainer ............................................................... $ 70,000
Annual Audit and Finance Committee Chairman Retainer ................................... $ 27,000
Annual Audit and Finance Committee Member Retainer .................................... $ 15,000
Annual Compensation Committee Chairman Retainer ...................................... $ 18,000
Annual Compensation Committee Member Retainer ....................................... $ 10,000
Annual Governance and Nominating Committee Chairman Retainer ........................... $ 16,000
Annual Governance and Nominating Committee Member Retainer ............................ $ 10,000
Non-Employee Directors Deferred Compensation Plan
The Cincinnati Bell Inc. Deferred Compensation Plan for Outside Directors (the “Directors Deferred
Compensation Plan”) currently allows each non-employee director of the Company to defer receipt of all or a
part of his or her director fees and annual retainers and to have such deferred amounts credited to an account of
the director under the plan. A non-employee director may also choose to have such deferrals assumed to be
invested among a number of investment options that are designated for this purpose by the Compensation
Committee of the Board, and his or her account under the plan is adjusted by the investment returns that would
result if such amounts were invested in the investment options that he or she chooses.
In addition, annually each non-employee director of the Company on the first business day of the year has
his or her account under the Directors Deferred Compensation Plan credited on such date with an amount equal
to the value of 6,000 common shares of the Company. Subject to future changes in the plan, each non-employee
director of the Company may, in the discretion of the Board, also have his or her account under the plan credited
on any other date with an amount equal to the value of a number of Company common shares determined by the
Board. The Board will exercise its discretion in crediting amounts to the plan accounts of the non-employee
directors with the intent that such credits, together with other compensation that either is paid in the form of
Company common shares or has its value determined in relation to the value of common shares (such grants and
such other compensation referred to as “Company equity-based compensation”), is approximately equal to the
median level of the value of equity-based compensation provided by comparable companies to their
non-employee directors. A non-employee director’s account under the plan is also adjusted by the investment
returns that would result if such amounts were invested exclusively in common shares of the Company. A
non-employee director will generally be vested in the amounts credited to his or her account under the plan only
if he or she completes at least five years of active service as a non-employee director of the Company (with a
fraction of a year of service as a non-employee director being rounded up or down to the nearest whole year) or if
he or she dies while a member of the Board.
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Proxy Statement