FairPoint Communications 2010 Annual Report Download - page 153

Table of Contents
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2010 Compensation
We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our board of directors. In
setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill
level required by the members of our board of directors.
In 2010, each non-employee director received an annual fee of $55,000 for serving as a director. In addition, an annual fee of $10,000 was paid for serving
as the chairperson of FairPoint Communication’s compensation committee or corporate governance committee and an annual fee of $20,000 was paid for
serving as the chairperson of FairPoint’s audit committee. An annual fee of $10,000 was paid to FairPoint’s lead director. Following Mr. Hauser’s resignation,
Ms. Newman served as the chair of the board of directors and received a lump sum fee of $50,000.
FairPoint’s non-employee directors also receive an annual award of approximately $45,000. Prior to March 31, 2010, this award was paid in the form of
restricted stock or restricted units, at the recipient’s option, which are issued under FairPoint’s 2005 Stock Incentive Plan or 2008 Long Term Incentive Plan.
These awards vested in four quarterly installments from the grant date, and the holders thereof were entitled to receive dividends or dividend equivalents on
such awards from the date of grant, whether or not vested. Effective March 31, 2010, this equity award was changed to a $45,000 annual cash award,
payable quarterly.
On September 3, 2008, the corporate governance committee of the board of directors determined that, from time to time, members of special purpose
committees of the board of directors should be awarded appropriate compensation for their services to such committees. They also determined that members of
the board of directors’ succession planning committee would receive compensation because of the time requirements, confidentiality requirements and the
importance of the committee’s work. The chairperson of the committee received $25,000 for her service and each committee member received $15,000. One
half of this fee was paid in September 2008 and the remainder was paid in June 2009. During the Chapter 11 Cases, Mr. Lilien was appointed as our
restructuring monitor on behalf of the board of directors and received compensation of $160,000.
FairPoint’s employee directors do not receive any compensation for serving on the board of directors.
2010 Summary Director Compensation
       


  
  
     
      
       
Thomas F. Gilbane, Jr.(3) 110,000 — — — — — 110,000
Claude C. Lilly 120,000 — — — — — 120,000
Robert S. Lilien 260,000 — — — — — 260,000
Jane E. Newman 160,000 — — — — — 160,000
Michael R. Tuttle(3) 110,000 — — — — — 110,000
(1) See the discussion preceding this table for the general method used to determine each non-employee director’s cash compensation. For fiscal 2010, the
particular components paid as cash compensation in excess of each non-employee director’s $55,000 retainer and $45,000 annual award were as
follows: Gilbane ($10,000 as chair of compensation
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