Moonlighting for the board at Terremark …

If those cheery director biographies in this year’s proxy filings have looked any meatier — the ones accompanying pictures of the company’s directors and officers — it’s probably because of a new Securities and Exchange Commission directive to tell investors “[t]he particular experience, qualifications, attributes or skills that led the company’s board to conclude that the person should serve as a director.”

As a result, many companies are accentuating whatever diversity of experience they can find in the backgrounds of their directors, and highlighting their experience in fields relevant to the companies. (So far, we have yet to see any proxies identifying a director as the CEO’s golfing buddy.)

Frankly, we always assumed that responsible companies picked directors who could offer advice and guidance to management. At some companies, though, the advice and guidance thing seems to be at least partly extracurricular.

And that’s “extra” as in “compensation” at Terremark Worldwide (TMRK), a Miami IT infrastructure services company. According to the proxy the company filed on late last week, four of the company’s 10 directors — not including its executive officers — have consulting gigs that paid them between $25,000 and $240,000 in the last fiscal year.

The most recent is a $100,000 agreement, inked in February, with a company controlled by director Melissa Hathaway, a 41-year-old former consultant and expert on cyber security who served both the George W. Bush White House and the early Obama Administration, to “provide us with certain consultancy services within her spheres of expertise.”

An agreement signed in 2006 with Arthur L. Money, a 70-year-old former assistant secretary of defense and president of an intelligence consulting firm, designated him “our Director of Government, Military and Homeland Security Affairs.” The contract continues indefinitely until one side cancels it, at $60,000 a year plus 15,000 shares. But don’t jump to conclusions from the title, or the fact that the company calls it an “employment letter agreement,” because the proxy adds:

“Mr. Money is not considered an officer of Terremark, and the employment letter expressly provides that he is not granted the ability to bind us to any agreement with a third party or to incur any obligation or liability on our behalf.”

Guillermo Amore, a 71-year-old former telecom exec with “an extensive network of contacts” in Latin America, gets $240,000 a year under a 2006 consulting agreement (plus a grant of 50,000 shares that vested in 2007), while an agreement dating to 2001 provides Joseph R. Wright Jr. with $100,000 a year. For each, the proxy simply describes the arrangements as “engaging him as an independent consultant.” (Nor is that where Hathaway and Wright’s official independence ends: Elsewhere in thes proxy, Terremark says it “has affirmatively determined” that they “are ‘independent’ as defined by NASDAQ Stock Market Rule 5605(a)(2).”)

Admittedly, absent this advisory moonlighting, Terremark directors don’t get paid a bundle, at least compared to some directors. Those without consulting gigs made between $77,800 and $118,200, the bulk of which came in the form of stock options.

Then again, that’s pretty good for part-time work. The board met six times last year, and also “took 2 actions by written consent.” Three board members, including Money and Wright, weren’t able to make it to a quarter of their board and committee meetings, and just two made it to last year’s annual shareholder meeting.

Maybe they were just too busy consulting.

Image source: audreyjm529 via Flickr


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