FairPoint Communications 2006 Annual Report Download - page 107

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
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Our executive compensation program for our executive officers named in the Summary Compensation Table below (“NEOs”) is administered by the
compensation committee of our board of directors.
The compensation committee is generally responsible for strategic decisions relating to our compensation structure, including, recommending salary-
based compensation, incentive compensation, and equity based awards for NEOs; non-employee director compensation; recommending the amount of stock
option and restricted stock awards as retention incentive compensation for executives, directors, non-directors, and non-executive officers; and deferred
compensation for executives and other key employees.
On behalf of stockholders, the compensation committee has carefully monitored our executive compensation programs. The Compensation Discussion
and Analysis and tables that follow will show, we believe, structures for executive compensation that strike an appropriate balance between preserving capital
for stockholders and providing our NEOs with incentives and protections that are designed both to reward them for superior corporate and individual
performance, and to provide competitive compensation that encourages them to remain with FairPoint.
In fiscal year 2006, we struck this balance through compensating our NEOs with competitive base salaries and restricted stock awards that aligned their
interests with stockholders. Overall, the undersigned believe that the compensation provided for NEOs in fiscal year 2006 was entirely appropriate given our
business achievements, including the completion of three acquisitions, our progress on the conversion of our operating companies to one outsourced billing
system, the consolidation of our call centers, and the general increase in cash available for dividends under the terms of our credit facility, in fiscal year 2006.
The members of the compensation committee responsible for determining salary and incentive compensation awards for the 2006 fiscal year were the
undersigned. From time to time, the compensation committee selects and engages outside compensation consultants and other experts for survey data and other
information as it deems appropriate.
The compensation committee has reviewed the following Compensation Discussion and Analysis with management, and recommends to the board of
directors that it be included in the Company’s Annual Report on Form 10-K and the Company’s proxy statement.
Messrs. David L. Hauser, Claude C. Lilly, Robert S. Lilien and Ms. Patricia Garrison-Corbin
105