Apparently you missed my references to the word "customary" and "customary BoD member roles". So you are apparently saying that it is customary, perhaps a mandate, for every corporation to have an Audit Committee and a Compensation Committee, and that these committees be chaired by a BoD member. I suggest you do a little more homework.

IMO, customarily, these tasks are not necessarily the charter of the BoD, but rather subordinate staff performs such duties and advises the BoD and/or solicits BoD ratification of recommended actions. Customarily, BoD members collect board fees and that's it (besides reimbursement of per diem/travel expenses to attend meetings). Here, consider the compensation received by Mistry, Schrock and Falk - all of whom performed purely the customary BoD member role.

Audit Committee - typically non-existent, as such duties are customarily performed by the CFO and staff.

Compensation Committee - typically non-existent, as such duties are customarily performed within the Human Resources organization which supplies recommendations to the BoD, only involving BoD fees and CEO compensation (perhaps along with other top executives), and the BoD decides. All other compensation decisions are customarily delegated to the CEO, who may further delegate (with authority to delegate provided by the BoD) to subordinate staff.

So while these functions need to be performed, IMO they don't have to be performed by members of the BoD.

Here I'll question your inclusion of Interim CEO and CFO compensation as part of BoD compensation. How does THAT make any sense? If Cliff were not the new BoD member, would it be appropriate to include CEO/CFO compensation as part of BoD compensation?

Where do you draw the line? I choose to draw it at what is "customary", the prevailing method. Optional additional roles should not be included, regardless of how they are accounted for/refected in the financials (i.e., if these duties were performed in the customary fashion, associated costs would be reflected in their appropriate place). I've said "purely" and "customarily", but you seem to miss it.

For someone concerned about intermingling of costs by Alliance/TPL, you IMO have no problem doing it yourself. CUSTOMARY BoD compensation is the fees.

Optional roles assumed by BoD members at the direction of the BoD would otherwise have to be performed as necessary by subordinate staff and associated costs/compensation would be reflected elsewhere. It would appear that the BoD opted to assume these roles to avoid having to retain more subordinate staff (and associated costs).

Cliff's statement that he will waive BoD fees has been reported and commented on by many. Has one solitary person suggested that he didn't make that commitment? Has anyone argued the point, at all? But that's not good enough?

Cliff's bonus. You accuse me of not understanding?

"According to the prosepctus, it's the COMPANY who is indicating they've accrued as payable the full balance of the bonus available to Flowers."

Basic accounting method. It's how you account and allocate funds for a variable unknown. For compliant accounting, you must account for and allocate/accrue based on the maximum possible exposure. When the actual event occurs, you correct the entry with the actual amount. Such accounting in no way represents an actual commitment of all allocated funds. You strongly suggest it does. You are wrong. Just read the words of your quote above. "Available" means "possible at the descretion of the BoD".

To end this debate, why don't you just complain about compensation by function? Break it down, look at each piece and provide your assessment of "reasonableness".

But I bet THAT would subvert your intent, because by intermingling the costs appear far more "unreasonable". Oh, and by the way, when you provide your assessment of reasonableness for the Chair positions and other customary non-BoD roles, be sure to include your "qualifiers", as you certainly have little first hand knowledge.

As for knowledge of "customary" BoD roles, I do have first-hand knowledge. In a prior life, at two different large corporations (which generally handled such things in exactly the same way), I was the designated "resident expert" on the Approval Authority System, which specifies in extreme detail what approvals are required for every business decision. Thus, I know (knew) exactly what decisions required participation by the BoD or the Chairman. I do not recall ever seeing any reference to a BoD member chaired "audit committee" or "compensation committee". To my knowldge, such committees/functions didn't exist at the BoD level, but at subordinate levels.

And if it appears from the above that I am defending the company and its compensation system, from my earlier posts it should be clear that I am not. I have "issues". My intent in this debate is to look at things in their proper context and more towards an honest isolation/segregation of costs as opposed to your throwing a myriad of costs together and labeling it "BoD compensation" (even if this is how it is reflected in the financials, i.e., if the company opted to organize these activities in a different way, it would be reflected in the financials accordingly).

And to place this entire discussion back into original context; the question was what would be the impact on the bottom line if the BoD received no cash compensation? It is reasonable to assume the intent was for performing as a BoD member in the pure customary role.

The answer: $72K/year maximum before tax consideration

No pay for other roles beyond what is customary for a BoD member (i.e., beyond those that were performed by Mistry, Schrock, Falk)? Then I suggest that additional staff may have to be hired/secured to perform/aid in the performance of those roles at subordinate levels.

Is the compensation for each segregated role/function appropriate? Good question. It's the question you should be asking as opposed to trying to confuse the issue.

Is BoD compensation for purely customary BoD activity worthy of noise? IMO, maybe a whisper.

This is my last attempt to end this aspect of the debate.

JMHOs FWIW,

SGE