AR 13


Proxy/Non-Employee Director Compensation

2013 Director Compensation

The following table provides information about the compensation that our Directors earned during 2013. The table does not include Mr. Keating, our Chairman, President and Chief Executive Officer, who received no additional compensation for his service as a Director.

Name Fees Earned
or Paid in
Cash ($)
Brian E. Barents $74,667 $80,017 $154,684
E. Reeves Callaway III $73,500 $80,017 $153,517
Karen M. Garrison $86,000 $80,017 $166,017
A. William Higgins $73,500 $80,017 $153,517
Eileen S. Kraus $120,500 $80,017 $200,517
Scott E. Kuechle $68,001 $80,017 $148,018
George E. Minnich $96,000 $80,017 $176,017
Thomas W. Rabaut $76,500 $80,017 $156,517
Richard J. Swift $91,000 $80,017 $171,017
  1. Please refer to Footnote 19, Share-Based Arrangements, contained in the Company's audited consolidated financial statements for the year ended December 31, 2013, in its Annual Report on Form 10-K. Each stock award consisted of 2,390 shares of our Common Stock in the form of fully vested restricted stock issued under our 2003 Stock Incentive Plan at a price of $33.48 per share on April 17, 2013.

The Corporate Governance Committee reviews our non-employee Director compensation on a biennial basis with the assistance of the independent compensation consultant to the Personnel & Compensation Committee. The most recent review was conducted in 2012, after which the Corporate Governance Committee increased the annual Board retainer, eliminated the Board meeting fees (except for "special" meetings, as set forth in the footnote below) and changed the current practice of paying per meeting fees to paying annual retainers for committee chairs and committee members. The following table summarizes the current fee schedule approved by the Board effective as of January 1, 2013:

Cash Effective
Retainer Fees (payable quarterly in arrears)*:
Board $ 60,000
Lead Director 30,000
Committee Chairmen:
Audit Committee 30,000
Corporate Governance Committee 20,000
Personnel & Compensation Committee 25,000
Finance Committee 20,000
Committee Members:
Audit Committee $10,500
Corporate Governance Committee $6,000
Personnel & Compensation Committee $7,500
Finance Committee $6,000
Stock Award** Shares having fair market value equal to $80,000

* In addition to these annual retainers, Board members may receive additional meeting fees ($1,500 for an in person meeting and $750 for a telephonic meeting) for "special" board meetings. Special board meetings are defined as meetings that are in addition to the meetings regularly scheduled in advance. Committee members may also receive additional meeting fees ($1,500 for an in person meeting and $750 for a telephonic meeting) for any committee meeting that exceeds the number of regularly scheduled committee meetings by more than two.

** This award is currently made under the 2013 Management Incentive Plan at the annual Board meeting held in conjunction with the annual meeting of shareholders. The number of shares for this award is determined based upon the fair market value of the Company's common stock on the date of grant, in accordance with the Plan.


From time to time, special activities may be undertaken by one or more Directors at the direction of the Board and, in such cases, additional fees will ordinarily be paid. There were no such special activities during 2013.

Directors may defer all, or a portion, of their cash compensation. Interest accrues on such deferrals at the Applicable Interest Rate, which is the same rate that applies to our Deferred Compensation Plan for Company executives. When a Director ends his or her service on the Board, distributions are made either in quarterly installments over a maximum period of 10 years or in a lump sum, based on prior elections made in connection with each deferral. Distributions are made beginning either in the next calendar quarter after the date service ends or on the following January 1 at the prior election of the Director.

The Board has adopted stock ownership guidelines for non-employee Directors, which are discussed in more detail on page 34 under the caption, "Stock Ownership Guidelines for Directors and Executive Officers." The Corporate Governance Committee periodically reviews the progress of each non-employee Director toward the achievement of these guidelines. As of December 31, 2013, all non-employee Directors other than Mr. Kuechle were in compliance with these guidelines. Mr. Kuechle was first elected to the Board during 2013 and he is progressing satisfactorily toward the requisite ownership level.