FairPoint Communications 2009 Annual Report Download - page 170

Table of Contents
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Our board of directors currently consists of six directors. Two of our directors, David L. Hauser and Claude C. Lilly, were appointed as directors
in connection with our initial public offering. Robert S. Lilien was appointed as a director by our board of directors in December 2005 to fill a vacancy
which had existed on our board of directors since our initial public offering. Pursuant to the Merger, Verizon was entitled to designate four individuals
to serve on our board of directors. Jane E. Newman was designated by Verizon and appointed as a director by our board of directors in August 2007,
filling a vacancy which had existed on our board of directors since the resignation of two directors in January 2007. Effective March 31, 2008, our
board of directors was increased from seven to nine members. Thomas F. Gilbane, Jr., Robert A. Kennedy and Michael R. Tuttle were designated by
Verizon and appointed as directors by our board of directors effective as of March 31, 2008, filling a vacancy which had existed on our board of
directors since the resignation of two directors in January 2007 and filling the two new positions created upon the increase of the size of our board of
directors. Verizon has no further rights to designate individuals to serve on our board of directors. Three of our directors resigned during 2009:
(i) Eugene B. Johnson resigned from our board of directors effective concurrently with his resignation as our Chief Executive Officer on June 30, 2009;
(ii) Patricia Garrison-Corbin resigned from our board of directors effective August 17, 2009; and (iii) Robert A. Kennedy resigned from our board of
directors effective September 28, 2009.
Our directors are divided into three classes having staggered three-year terms, so that the term of one class expires at each annual meeting of
stockholders. The classes are currently comprised as follows:
• David L. Hauser, Jane E. Newman and Michael R. Tuttle are class II directors whose terms will expire at the annual
meeting of stockholders to be held in 2010;
• Claude C. Lilly, Robert S. Lilien and Thomas F. Gilbane, Jr. are class III directors whose terms will expire at the
annual meeting of stockholders to be held in 2011; and
• We currently have no class I directors whose terms are expiring at the annual meeting of stockholders to be held in
2012.
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
 


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The board of directors considered transactions and relationships between each director or any member of his or her immediate family and the
Company and its subsidiaries and affiliates. Our board of directors has determined that, other than David L. Hauser, all of our directors are independent
under the criteria for independence set forth in the listing standards of the NYSE, and accordingly are independent directors with no material
relationship to the Company other than being a director or stockholder of FairPoint.
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