Delphi board adds two new directors; non-employee directors' deferred compensation plan canceled

By Caroline Salls

Pittsburgh, Dec. 9 - Delphi Corp.'s board of directors was increased to 12 members from 10 members when new directors Raymond J. Milchovich and John H. Walker were elected to the board, according to an 8-K filing with the Securities and Exchange Commission.

Milchovich is the current president, chief executive officer and chairman of the board of directors of Foster Wheeler Ltd., and Walker is the president and chief executive officer of The Boler Co.

Previously, Milchovich was the president, chief executive officer and chairman of Kaiser Aluminum Corp. He earned a bachelor of science degree from California University of Pennsylvania in California, Pa., in 1971 and graduated from the Harvard University Advanced Management Program in 1985.

Milchovich will also serve on the compensation and executive development committee of the board and will remain a director of Foster Wheeler Ltd. and Nucor Corp.

Walker was previously chief operating officer, president and chief executive officer of Weirton Steel Corp. He was also with the consulting firm McKinsey & Co.

In 1980, Walker earned a bachelor of science degree in industrial engineering and operations research from Virginia Polytechnic Institute, and he earned a master of science with distinction in industrial administration from Carnegie Mellon University in 1986.

He will remain a director of The Boler Co. and UAL Corp.

Compensation plan canceled

In addition to the new board members, on Dec. 6 the board's compensation and executive development committee canceled the provisions of the company's Deferred Compensation Plan for Non-Employee Directors with respect to all future payments of director compensation.

According to the filing, the compensation committee took this action after reviewing the plan's deferral component and minimum share holding requirements in light of Delphi's recent Chapter 11 filing and the New York Stock Exchange's related decision to delist Delphi's common stock.

The plan provided for a minimum shareholding requirement based on three times the value of each director's total annual compensation and the historical value of the company's common stock.

Until a director satisfied his or her minimum holding requirement, 60% of that director's annual compensation was delivered in Delphi common stock units with payout automatically deferred until he or she no longer served on the board.

Once a director had satisfied his or her minimum holding requirement, the director could receive up to 50% of his or her compensation in cash, paid quarterly, or he or she could elect to defer all or a portion of the compensation into additional Delphi common stock units.

The committee has cancelled the deferral portion of the plan and the minimum share holding requirement and will pay the directors in cash, beginning with the next quarterly payment due Dec. 31.

Concurrent with this decision, the lead director volunteered to reduce his pay to $200,000 from $300,000 effective Jan. 1.

Delphi, a Troy, Mich.-based automotive electronics manufacturer, filed for bankruptcy on Oct. 8 in the U.S. Bankruptcy Court for the Southern District of New York. Its Chapter 11 case number is 05-44481.

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