Tucows 2012 Annual Report Download - page 65

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60
Non-Equity compensation
The co-chairman of our Board receives an annual fee of $15,000 each. All non-employee directors receive an
annual fee of $15,000. Non-employee directors who serve as members of our audit committee receive an annual fee of
$10,000 with the chairman of our audit committee receiving an additional $4,000. Non-employee directors who serve on
our corporate governance, nomination and compensation committee, receive an annual fee of $10,000 with the chairman
of our corporate governance, nomination and compensation committee receiving an additional $4,000. In addition, all
non-employee directors receive the following meeting attendance fees:
Director meeting attendance fees:
May Board Meeting Personal Attendance Fee (inclusive of Committee fees) $ 6,000
N
ovember Board Meeting Personal Attendance Fee (inclusive of Committee fees) $4,000
Regularly Scheduled Telephonic Board Meeting Attendance Fees (per meeting) $ 750
Regularly Scheduled Telephonic Audit Committee Meeting Attendance Fees (per meeting) $ 400
Regularly Scheduled Telephonic Corporate Governance, Nomination and Compensation Committee
Meeting Attendance Fees (per meeting) $ 400
All fees paid to directors are paid in quarterly installments.
We also purchase directors and officer’s liability insurance for the benefit of our directors and officers as a
group in the amount of $10 million. We also reimburse our directors for their reasonable out-of-pocket expenses
incurred in attending meetings of our Board of Directors or its committees. No fees are payable to directors for
attendance at specially called meetings of the board.
The table below shows all compensation paid to each of our non-employee directors during 2012. Each of the
directors listed below served for the entire year.
Name
Fees earned or
paid in cash
($)
Option
awards ($)(1)(2)
All other
compensation
($) Total ($)
(a) (b) (d) (g) (h)
Stanley Stern 29,800 6,060
—
35,860
Eugene Fiume 18,750 6,060
—
24,810
Erez Gissin 18,750 6,060
—
24,810
Joichi Ito 11,250 8,333
—
19,583
Allen Karp 46,210 11,363
—
57,573
Lloyd Morrisett 36,750 6,060
—
42,810
Rawleigh Ralls 26,043 17,423
—
43,466
Jeffrey Schwartz 38,750 11,363
—
50,113
226,303 72,722
—
299,025
(1) On September 11, 2012 under the 2006 Plan, our non-employee directors were awarded these automatic
formula option grants. Under the 2006 Plan, these options vested immediately and carry an exercise price o
f
$1.38. All these options remained outstanding at December 31, 2012 and have a five year term. The aggregate
grant date fair value of the option grants was calculated in accordance with FASB ASC 718 and based on the
Black-Scholes option-
p
ricing model and used the same assumptions that are set forth in Note 9 to our audite
d
consolidated financial statements included in this Annual Report on Form 10-K for the fiscal year ended
December 31, 2012.