FairPoint Communications 2003 Annual Report Download - page 59
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George E. Matelich has been designated as the audit committee financial expert for purposes of the Securities Exchange Act of 1934,
and is not independent.
Our compensation committee currently consists of Anthony J. DiNovi and George E. Matelich. The compensation committee makes
recommendations to our board of directors regarding the following matters:
•executive compensation;
•salaries and incentive compensation for our employees; and
•the administration of our stock option plans and defined contribution plans.
For the fiscal year ended December 31, 2003, our compensation committee consisted of Anthony J. DiNovi and George E. Matelich.
Mr. DiNovi has served as a director of our company since January 2000. Mr. Matelich has served as a director of our company since
July 1997. None of our executive officers has served as a member of the compensation committee (or other committee serving an equivalent
function) of any other entity, whose executive officers served as a director of our company or member of our compensation committee.
Currently, we reimburse non-employee directors for any expenses incurred in attending meetings of our board of directors and
committees of our board of directors.
We have adopted a code of ethics for financial professionals, or code, as required by the United States Securities and Exchange
Commission, or SEC, under Section 406 of the Sarbanes-Oxley Act of 2002. The code sets forth written standards that are designed to deter
wrongdoing and to promote honest and ethical conduct by the Company's senior financial officers, including its chief executive officer, and is
a supplement to our Code of Conduct and the other policies and procedures that govern the conduct of our employees. In addition to applying
to the our chief executive officer, chief financial officer, vice president of finance and treasurer, controller and regional controllers, this Code
applies to all of the other persons employed by us who have significant responsibility for preparing or overseeing the preparation of the
Company's financial statements and the other financial data included in our periodic reports to the SEC and in other public communications
made by us that are designated from time to time by the chief financial officer as senior financial professionals.
86
The following table sets forth information concerning compensation paid to our chief executive officer and our other four most highly
compensated executive officers in the years indicated.
Eugene B. Johnson
Chairman and Chief Executive
Officer
2003
2002
2001
$341,923
256,500
285,000
$166,450
69,543
—
$45,353
46,093
37,511
—
358,131
—
$13,252
11,038
10,540
Peter G. Nixon
Chief Operating Officer
2003
2002
2001
$198,789
155,000
151,827
$95,200
47,024
60,014
—
—
—
156,906
44,426
—
$ 9,690
9,690
8,243
Walter E. Leach, Jr.
Senior Vice President and Chief
2003
2002
$199,219
171,074
$95,200
45,752
$36,130
20,077
25,000
408,278
$11,661
9,822