Remuneration of Directors and Officers
Table II below sets forth, as to each director, and each of the three highest paid officers, of the company whose direct aggregate remuneration exceeded $30,000, and as to all directors and officers as a group, all direct remuneration paid by the company and its subsidiaries for the year 1963, on an accrual basis, for services in all capacities and, as to each named director or officer, the amounts proposed to be paid following retirement pursuant to any retirement plan or contract.
TABLE II
Estimated
Name and capacities in Direct annual
which remuneration remuneration retirement
was received (1) allowances (2)
H. E. Humphreys, Jr. (3) $100,000 $27,015
Chairman of the board.
George R. Vila (3) 125,000 55,744
President.
Frank J. McGrath 72,000 12,436
Vice president and treasurer.
John W. McGovern (3) 80,572(4) (4)
Member of executive committee
and director. Former president.
All directors and officers as a group 986,710
Payments in 1963 in respect of participation units awarded for prior years, and stock options granted during the period from January 1, 1963, to January 31, 1964, are described at pages 9-10 below.
(1) “Direct remuneration” includes fees and allowances as well as salary payments, but excludes payments in 1963 in respect of participation units awarded for prior years.
(2) The amounts shown in the column headed “Estimated annual retirement allowances” are the annual amounts which it is estimated will become payable when the respective employees reach normal retirement age. Such amounts are based upon the assumption that Mr. Humphreys, Mr. Vila and Mr. McGrath will continue until age 65 to receive salaries compensation at the respective rates in effect December 31, 1963.
The amount shown for Mr. Humphreys gives effect to a survivorship option heretofore elected by him. The election of such an option, which does not become effective until the employee reaches normal retirement age, results in actuarially reduced payments during the lifetime of the retired employee and, after his death, contingent upon the survival of his designated beneficiary, the continuation of such payments during the lifetime of such beneficiary. Should the option elected by Mr. Humphreys not become effective upon his reaching age 65 (because of a prior revocation of the election of such option or the prior death of the beneficiary designated thereunder), the estimated amount of his annual allowance would be $40,331.
