Progress Energy 2009 Annual Report Download - page 209

Progress Energy Proxy Statement
71
DISCUSSION OF DIRECTOR COMPENSATION TABLE
RETAINER AND MEETING FEES
During 2009, Directors who were not employees of the Company received an annual retainer of $80,000,
of which $30,000 was automatically deferred under the Non-Employee Director Deferred Compensation Plan (see
below). The Lead Director/Chair of the following Board Committees received an additional retainer of $15,000:
Audit and Corporate Performance Committee; Governance Committee; and Organization and Compensation
Committee. The Chair of each of the following standing Board Committees received an additional retainer of
$10,000: Finance Committee and Operations and Nuclear Oversight Committee. The nonchair members of the
following standing Board Committees received an additional retainer of $7,500: Audit and Corporate Performance
Committee and the Organization and Compensation Committee. The nonchair members of the following standing
Board Committees received an additional retainer of $6,000: Governance Committee; Finance Committee; and
Operations and Nuclear Oversight Committee. The Nuclear Oversight Director received an additional retainer of
$8,000. The Chair of the Nuclear Project Oversight Committee receives an attendance fee of $2,000 per meeting
held by that Committee. Additionally, each member of the Nuclear Project Oversight Committee receives an
attendance fee of $1,500 per meeting held by that Committee. Directors who are not employees of the Company
received a fee of $1,500 per meeting, paid with the next quarterly retainer, for noncustomary meetings or reviews
of the Company’s operations that are approved by the Governance Committee. Directors who are employees of our
Company do not receive an annual retainer or attendance fees. All Directors are reimbursed for expenses incidental
to their service as Directors. Committee positions held by the Directors are discussed in the “Board Committees”
section of this Proxy Statement.
The Non-Employee Director Stock Unit Plan provides that each Director will receive an annual grant of
stock units that is equivalent to $60,000.
NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN
In addition to $30,000 from the annual retainer that is automatically deferred, outside Directors may elect
to defer any portion of the remainder of their annual retainer and Board attendance fees until after the termination
of their service on the Board under the Non-Employee Director Deferred Compensation Plan. Any deferred fees are
deemed to be invested in a number of units of Common Stock of the Company, but participating Directors receive
no equity interest or voting rights in any shares of the Common Stock. The number of units credited to the account
of a participating Director is equal to the dollar amount of the deferred fees divided by the average of the high
and low selling prices (i.e., market value) of the Common Stock on the day the deferred fees would otherwise be
payable to the participating Director. The number of units in each account is adjusted from time to time to reflect the
payment of dividends on the number of shares of Common Stock represented by the units. Unless otherwise agreed
to by the participant and the Board, when the participant ceases to be a member of the Board of Directors, he or
she will receive cash equal to the market value of a share of the Company’s Common Stock on the date of payment
multiplied by the number of units credited to the participant’s account.
NON-EMPLOYEE DIRECTOR STOCK UNIT PLAN
Effective January 1, 1998, we established the Non-Employee Director Stock Unit Plan (“Stock Unit
Plan”). The Stock Unit Plan provides for an annual grant of stock units equivalent to $60,000 to each non-employee
Director. Each unit is equal in economic value to one share of the Company’s Common Stock, but does not represent
an equity interest or entitle its holder to vote. The number of units is adjusted from time to time to reflect the
payment of dividends with respect to the Common Stock of the Company. Benefits under the Stock Unit Plan vest
after a participant has been a member of the Board for five years and are payable solely in cash. Effective January 1,
2007, a Director shall be fully vested at all times in the stock units credited to his or her account.