ADT 2005 Annual Report Download - page 29

COMPENSATION OF NON-EMPLOYEE DIRECTORS
Fiscal 2005 Compensation
The fiscal 2005 compensation package for non-employee directors consisted of an annual retainer
of $80,000 and Deferred Stock Units (DSUs) with a value at grant of $120,026. Mr. Gupta joined the
Board on March 10, 2005 and received a pro-rated retainer of $44,730 and a pro-rated DSU grant of
1,933 units. The Lead Director and the Chair of the Audit Committee received an additional fee of
$20,000. The Chair of the Compensation and Human Resources Committee and the Chair of the
Nominating and Governance Committee each received an additional fee of $15,000, in recognition of
the responsibilities required in these roles. In addition, as approved by the Board of Directors in
July 2003, any member of a special committee of the Board received meeting fees in an amount up to
$1,500 for each special committee meeting that he or she attended. A director who is also an employee
receives no additional remuneration for services as a director.
The amount of cash retainer, Lead Director and Chair fees and special meeting fees each Board
member received during fiscal 2005 are summarized in the table below. For any director who was not a
member of the Board for the entire fiscal year, the cash retainer amount reflects the pro-rated amount
of the $80,000 annual retainer received by the Board member, based on the date he or she became a
member of the Board. In addition, the table below lists the dates each current Board member received
DSU grants during fiscal 2005 and the fair market value at the time the DSUs were granted. The
DSUs were vested upon grant and are payable in the form of Tyco common shares within 30 days
following termination of service as a Board member. The grant date for the DSUs may vary depending
on the date on which the Board member first joined the Board as follows:
• Directors who were members of the Board for the entire 2005 fiscal year received their DSU
grants on the first business day of the 2005 fiscal year.
• Directors who became members of the Board during fiscal 2005 (i.e., Mr. Gupta) received their
DSU grants effective the day they were elected to the Board.
Fiscal Year 2005 Board Retainer and Fees
DSU Grant
Annual Lead/Chair Qualified
Director Retainer Retainer Meeting Fees Date DSUs Granted Value
Dennis C. Blair ........... $80,000 $3,000 10/1/2004 3,884 $120,026
George W. Buckley(1) ....... $80,000 10/1/2004 3,884 $120,026
Brian Duperreault ......... $80,000 10/1/2004 3,884 $120,026
Bruce S. Gordon .......... $80,000 10/1/2004 3,884 $120,026
Rajiv L. Gupta ........... $44,730 3/10/2005 1,933 $ 67,106
John A. Krol ............. $80,000 $35,000(3) 10/1/2004 3,884 $120,026
H. Carl McCall ........... $80,000 10/1/2004 3,884 $120,026
Mackey J. McDonald ....... $80,000(5) $15,000(4)(6) $3,000 10/1/2004 3,884 $120,026
Brendan R. O’Neill(2) ...... $80,000 10/1/2004 3,884 $120,026
Sandra S. Wijnberg ........ $80,000 10/1/2004 3,884 $120,026
Jerome B. York ........... $80,000 $20,000(5) $3,000 10/1/2004 3,884 $120,026
(1) On December 6, 2005, Mr. Buckley notified the Company of his intention to resign from the
Board and the Compensation and Human Resources Committee effective on December 7, 2005.
Mr. Buckley resigned his seat on the Board of Directors in connection with his appointment as
Chairman of the Board, Chief Executive Officer and President of 3M Company.
(2) The cash remuneration for Dr. O’Neill is paid to him in British pounds converted from U.S.
dollars using the conversion rate on the day prior to the payment date.
2006 Proxy Statement 11