CenturyLink 2015 Annual Report Download - page 84

DIRECTOR COMPENSATION
Overview
The Board believes that each director who is not employed by us (whom we refer to as outside directors or
non-management directors) should be compensated through a mix of cash and equity-based compensation, which
most recently has been granted in the form of restricted stock. The Compensation Committee, consisting entirely
of independent directors, has primary responsibility for periodically reviewing and considering any revisions to
director compensation. The Committee’s compensation consultant typically assists the Committee in connection
with its review of director compensation. The Board reviews the Compensation Committee’s recommendations
and determines the amount of director compensation.
The table and the discussion below summarize how we compensated our outside directors in 2015.
2015 Compensation of Outside Directors
Name
Fees Earned or
Paid in Cash
Stock
Awards(2),(3)
All Other
Compensation(4) Total
Continuing Directors:(1)
Virginia Boulet ..................... $134,000 $140,391 $2,363 $276,754
Peter C. Brown ..................... 111,000 140,391 — 251,391
W. Bruce Hanks .................... 138,000 140,391 4,514 282,905
Mary L. Landrieu ................... — — — —
Gregory J. McCray .................. 129,000 140,391 — 269,391
William A. Owens ................... 121,000 334,006 — 455,006
Harvey P. Perry ..................... 197,000 140,391 3,875 341,266
Michael J. Roberts ................... 99,000 140,391 — 239,391
Laurie A. Siegel ..................... 119,750 140,391 2,555 262,696
Retiring Directors:(5)
Richard A. Gephardt ................. 83,000 140,391 — 223,391
C. G. Melville, Jr. ................... 127,500 140,391 — 267,891
Former Directors:(6)
Fred R. Nichols ..................... 28,250 — 2,698 30,948
Joseph R. Zimmel ................... 103,000 140,391 — 243,391
(1) Excludes Martha H. Bejar, a current director who was appointed to the Board on January 19, 2016.
(2) For purposes of determining the number of restricted shares to grant to each outside director, the
Compensation Committee valued each of these stock awards to equal $145,000 (or $345,000 in the case of
Adm. Owens), based upon the volume-weighted average closing price of our Common Shares over a 15-day
trading period ending prior to the grant date. For purposes of reporting the fair value of these awards in the
table above, however, we valued each grant based upon the closing stock price of our Common Shares on
the grant date in accordance with FASB ASC Topic 718. These grants vest on May 21, 2016 (subject to
accelerated vesting or forfeiture in certain limited circumstances). See “— Cash and Stock Payments.”
(3) As of December 31, 2015, William A. Owens held 9,752 unvested shares of restricted stock and each of our
other outside directors then in office held 4,099 unvested shares of restricted stock, which constituted the
only unvested equity-based awards held by our outside directors as of such date (excluding equity awards
granted to Michael J. Roberts prior to his commencement of service on our board following the Qwest
merger). For further information on our directors’ stock ownership, see “Ownership of Our Securities —
Executive Officers and Directors,” and for information on certain deferred fee arrangements pertaining to
Mr. Roberts, see “— Other Benefits.”
(4) Includes (i) reimbursements for the cost of annual physical examinations and related travel of $3,961 for
Mr. Hanks, $3,322 for Mr. Perry and $2,555 for Ms. Siegel and (ii) the value of personal use of our aircraft
in the amount of $2,363 for Ms. Boulet, $553 for Mr. Hanks, $553 for Mr. Perry and $2,698 for
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