Schedule 14A


Download 0.65 Mb.
NameSchedule 14A
page5/15
A typeSchedule
1   2   3   4   5   6   7   8   9   ...   15

10


Table of Contents

How often did the Board meet during 2008?
        During the year ended December 31, 2008, the Board of Directors held seven meetings. Each director serving on the Board of Directors in 2008 attended at least 75% of the meetings of the Board of Directors and the committees on which he served. The Board meets in Executive Session, without any members of management present, at each regularly scheduled meeting of the Board of Directors.

What is the Company's policy regarding attendance by the Board of Directors at the Annual Meeting of Stockholders?
        Members of the Board are strongly encouraged to attend the 2009 Annual Meeting of Stockholders. Six of the members of the Board attended the 2008 Annual Meeting of stockholders.

What committees has the Board of Directors established?
        The Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. Each committee operates under a written charter approved by the Board of Directors. The Audit Committee consists of Messrs. Chapman, Doughan, Rahman and Stewart, and Mr. Stewart serves as the Chairman. The Compensation Committee consists of Messrs. Chapman, Furer, and Stewart, and Mr. Furer serves as the Chairman. The Nominating and Governance Committee consists of Messrs. Doughan, Furer, Rahman and Stewart, and Mr. Doughan serves as the Chairman.
        Audit Committee.    The Audit Committee's function is to review, with the Company's independent registered public accountants and management, the annual financial statements and independent registered public accountants' opinion, review and maintain direct oversight of the plan, scope and results of the audit by the independent registered public accountants, review and approve all professional services performed and related fees charged by the independent registered public accountants, be solely responsible for the retention or replacement of the independent registered public accountants, and monitor the adequacy of the Company's accounting and financial policies, controls, and reporting systems. The Audit Committee held eight meetings in 2008.
        The Board of Directors and the Audit Committee believe that the Audit Committee's current member composition satisfies the NASDAQ Stock Market Rule that governs audit committee composition, including the requirement that audit committee members all be "independent directors" as that term is defined by NASDAQ Stock Market Rule 4200 (a)(15) and the heightened definition of independence applicable under SEC Rules adopted pursuant to the Sarbanes Oxley Act of 2002. Additionally, the Board has determined that S. Jay Stewart and James Doughan are "audit committee financial experts" within the meaning of relevant SEC regulations.
        Compensation Committee.    The functions of the Compensation Committee include providing guidance to management and assisting the Board of Directors in matters relating to the compensation of the Chief Executive Officer and executive officers, the organizational structure of the Company, the Company's compensation and benefits programs, the Company's succession, retention and training programs, and such other matters that have a direct impact on the success of the Company's human resources. The Compensation Committee held four meetings in 2008. The details of the process and procedures followed by the Compensation Committee are disclosed in the Compensation Discussion and Analysis and report of the Compensation Committee included in this Proxy Statement.
        The Board of Directors and the Compensation Committee believe that the Compensation Committee's current member composition satisfies the NASDAQ Stock Market Rule that governs committee composition, including the requirement that committee members all be "independent directors" as that term is defined by NASDAQ Stock Market Rule 4200 (a)(15).
11


Table of Contents
        Nominating and Governance Committee.    The functions of the Nominating and Governance Committee include leading any searches for new director candidates, reviewing and making recommendations to the Board regarding director compensation, and making recommendations to the Board regarding director nominees to be put forth by the Board at each annual meeting of stockholders. The Nominating and Governance Committee has not established specific minimum qualifications for director nominees that it recommends to the Board, but instead periodically advises the Board of the combination of skills, experience, perspective and background that its members believe are required for the effective functioning of the Board considering the Company's current business strategies and the regulatory, geographic and market environment. Nominees to be evaluated by the Nominating and Governance Committee for future vacancies on the Board will be selected by the Committee from candidates recommended by multiple sources, including stockholders, business and personal contacts of the members of the Committee and other members of the Board, and other sources, all of whom will be evaluated based on the same criteria. In addition, the area of corporate governance has taken on increasing importance in the creation and preservation of stockholder value. Therefore, the Nominating and Governance Committee focuses on core processes that the Board and its committees utilize to carry out their responsibilities, including fundamental issues such as how Board and committee decisions are made. The Nominating and Governance Committee held one meeting in 2008.
        Any stockholder who wishes to recommend for the Nominating and Governance Committee's consideration a prospective nominee to serve on the Board of Directors may do so by giving the candidate's name and qualifications in writing to the Company's Secretary at the following address: 1101 Skokie Boulevard, Suite 300, Northbrook, IL 60062.
        The Board of Directors and the Nominating and Governance Committee believe that the Nominating and Governance Committee's current member composition satisfies the NASDAQ Stock Market Rule that governs committee composition, including the requirement that committee members all be "independent directors" as that term is defined by NASDAQ Stock Market Rule 4200 (a)(15).
        The Nominating and Governance Committee operates under a written charter adopted by the Board. The Nominating and Governance charter is included on the Company's Web site at the following address: http://www.kapstonepaper.com and printed copies are available to any stockholder upon request.

How are directors compensated?
        Each non-employee director of the Company receives the following compensation for service as a director:


a quarterly retainer of $8,750;



a fee of $1,500 for each board meeting and each committee meeting attended by such director;



reimbursement of reasonable expenses to attend board and committee meetings; and
        Audit, Compensation and Nominating and Governance chairpersons receive an additional quarterly fee of $2,500, $1,500 and $1,500, respectively.
        In 2008 and 2007, each non-employee director also received a grant of stock options with a grant date fair value of approximately $50,000. Each option vests 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date.
12


Table of Contents

2008 Director Compensation
        The following table provides certain summary information concerning cash and certain other compensation the Company paid to non-employee directors for 2008.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Fees Earned or

Paid in Cash $(1)

 

Option Awards

($)(2)

 

All Other

Compensation ($)

 

Total ($)

 

John M. Chapman

 

$

62,000

 

$

35,922

 

 



 

$

97,922

 

James Doughan

 

$

65,000

 

$

35,922

 

 



 

$

100,922

 

Jonathan R. Furer

 

$

57,500

 

$

35,922

 

 



 

$

93,422

 

Ronald J. Gidwitz

 

$

10,250

 

$

0

 

 



 

$

10,250

 

Muhit U. Rahman

 

$

59,000

 

$

35,922

 

 



 

$

94,922

 

Earl Shapiro(3)

 

$

25,000

 

$

0

 

 



 

$

25,000

 

S. Jay Stewart

 

$

73,500

 

$

35,922

 

 



 

$

109,422

 
1   2   3   4   5   6   7   8   9   ...   15

Related:

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A




manual


When copying material provide a link © 2017
contacts
manual-guide.com
search