Tucows 2015 Annual Report Download - page 132

Director Meeting Attendance Fee
Board Meeting Personal Attendance Fees at our May scheduled Board Meeting (inclusive of May
Committee meeting fees) $6,000
Board Meeting Personal Attendance Fees at our November scheduled Board Meeting (inclusive of
November Committee meeting fees) $4,000
Regularly Scheduled Telephonic Board Meeting Attendance Fees (per meeting) $750
Regularly Scheduled Telephonic Audit Committee Meeting Attendance Fees (per meeting) $400
Regularly Scheduled Telephonic Corporate Governance, Nominating and Compensation Committee
Meeting Attendance Fees (per meeting) $400
All annual fees are paid to our directors in quarterly installments.
We also purchase directors and officers’ liability insurance for the benefit of our directors and officers as a
group in the amount of $20 million. We also reimburse our directors for their reasonable out-of-pocket expenses
incurred in attending meetings of our Board of Directors or its committees. No fees are payable to directors for
attendance at specially called meetings of the Board.
The table below shows all compensation paid to each of our non-employee directors during 2015. Each of the
directors listed below served for the entire year.
Name
Fees earned or
paid in cash ($)
Option awards
($) Total ($)
(a) (b) (d) (h)
Allen Karp $ 67,100 $ 23,456 $ 90,556
Rawleigh Ralls 52,300 23,456 75,756
Erez Gissin 37,300 23,456 60,756
Joichi Ito 19,750 23,456 43,206
Robin Chase 26,500 23,456 49,956
Jeffrey Schwartz 52,100 23,456 75,556
$ 255,050 $ 140,736 $ 395,786
(1) On September 8, 2015 under the 2006 Plan, our non-employee directors were awarded these automatic formula
option grants. Under the restated 2006 Plan, these options will vest one year after the grant date and carry an
exercise price of $24.96. All these options remained outstanding at December 31, 2015 and have a five year term.
The aggregate grant date fair value of the option grants was calculated in accordance with FASB ASC 718 and
based on the Black-Scholes option-pricing model and used the same assumptions that are set forth in Note 12 to
our audited consolidated financial statements included in this Annual Report on Form 10-K for the fiscal year
ended December 31, 2015.
(2) Mr. Ito resigned from our Board of Directors on March 1, 2016.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act, requires our directors and executive officers and persons who own more than
ten percent of a registered class of our equity securities to file with the SEC reports of ownership and reports of changes in
ownership of our common stock and our other equity securities. These persons are required by SEC regulation to furnish
us with copies of all Section 16(a) reports they file.
We believe that, under the SEC’s rules and based solely upon our review of the copies of the Forms 3, 4 and 5
furnished to us, or written representations from certain reporting persons that any such reports have been filed in a timely
manner except the following: one report on Form 4 for Mr. Ralls was inadvertently filed late reporting two sales of share
of common stock, one report on Form 4 was inadvertently filed late for each of Messrs. Noss, Cooperman, Woroch,
(1)
(2)
Page 13
2
of 22
5
tcx20151201_10k.ht
m
9
/
13
/
201
6
https://www.sec.gov/Archives/edgar/data/909494/000143774916027177/tcx20151201_10...