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| RDC > SEC Filings for RDC > Form 8-K on 11-May-2009 | All Recent SEC Filings |
11-May-2009
Change in Directors or Principal Officers, Financial Statements and Exhibits
On May 4, 2009, the Compensation Committee (the "Committee") met and made recommendations regarding compensation for certain of the Company's executive officers. Such recommendations were approved by the Board of Directors in its meeting on May 5, 2009.
Given current industry conditions, management of the Company suggested, and the Committee and the Board agreed, that no adjustments to base salary, short-term incentive targets or long-term incentive targets would be made at this time for any of the Company's officers. In addition, the Company discontinued its broad-based profit sharing plan for the foreseeable future.
On May 5, 2009, the named executive officers were granted long-term incentive awards at a value equal to the individual's long-term incentive target. Fifty percent of such target value was awarded in the form of stock appreciation rights ("SARs") and 50 percent was awarded in the form of restricted stock, each vesting ratably over a three-year term. Such awards were made under the Rowan Companies, Inc. 2009 Incentive Plan (the "Plan"), which was approved by the Company's stockholders on May 5, 2009, at the Company's Annual Meeting of Stockholders ("Annual Meeting").
The table below shows the long-term incentive target value and awards made for each of the named executive officers:
Restricted
Name Title Target Value Stock(1) SARs(2)
W. Matt Ralls President & CEO $ 3,000,000 89,874 156,249
David P. Russell EVP, Drilling Operations $ 1,300,000 38,946 67,707
Mark A. Keller EVP, Business Development $ 962,500 28,836 50,130
John L. Buvens EVP, Legal $ 747,300 22,389 38,922
William H. Wells Vice President, Finance & CFO $ 747,300 22,389 38,922
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(1) The number of shares of restricted stock granted was determined by the fair market value (defined in the Plan as the volume weighted average price of the Company's common stock on the day of grant, or $17.39 per share), discounted by 4% to reflect the time-based restrictions on the stock.
(2) The number of SARs granted was determined using a Black-Scholes valuation that provided a 55.23% value compared to fair market value on the date of grant.
The Plan was included as Appendix A to the Company's proxy statement filed on March 23, 2009 and is incorporated herein by reference.
(c) Exhibits
Exhibit Exhibit Description
Number
10.1 2009 Rowan Companies, Inc. Incentive Plan (incorporated
by reference to the Appendix A Company's Definitive
Schedule 14A filed on March 23, 2009).
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