ADT 2006 Annual Report Download - page 24

COMPENSATION OF NON-EMPLOYEE DIRECTORS
Fiscal 2006 Compensation
The fiscal 2006 compensation package for non-employee directors consisted of an annual retainer
of $80,000 and Deferred Stock Units (‘‘DSU’’s) with a value at grant of $120,010. The Lead Director
and the Chair of the Audit Committee received an additional fee of $20,000 and the Chairs of the
Compensation and Human Resources Committee and 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 in July 2003, any member of a special committee of the Board
receives meeting fees in an amount up to $1,500 per day for each special committee meeting that he or
she attends. 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 2006 are summarized in the table below. In addition, the table below
lists the date each current Board member received DSU grants during fiscal 2006 and the fair market
value at the time the DSUs were granted. DSUs are vested upon grant and are payable in the form of
Tyco common shares within 30 days following termination of service as a Board member.
For fiscal year 2006, directors received their DSU grant on the first business day of the fiscal year.
Fiscal Year 2006 Board Retainer and Fees
Qualified DSU Grant
Annual Lead/Chair Meeting
Director Retainer Retainer Fees Date DSUs Granted Value
Dennis C. Blair(7) ......... $80,000 10/3/2005 4,241 $120,010
Brian Duperreault ......... $80,000 10/3/2005 4,241 $120,010
Bruce S. Gordon .......... $80,000 10/3/2005 4,241 $120,010
Rajiv L. Gupta ........... $80,000 10/3/2005 4,241 $120,010
John A. Krol(7) ........... $80,000 $35,000(2) $24,000(5) 10/3/2005 4,241 $120,010
H. Carl McCall(7) ......... $80,000 $18,000(5) 10/3/2005 4,241 $120,010
Mackey J. McDonald ....... $80,000 $15,000(3) 10/3/2005 4,241 $120,010
Brendan R. O’Neill(1) ...... $80,000 10/3/2005 4,241 $120,010
Sandra S. Wijnberg(6)(7) ..... $80,000 $18,750(5) 10/3/2005 4,241 $120,010
Jerome B. York ........... $80,000 $20,000(4) 10/3/2005 4,241 $120,010
(1) The cash remuneration for Dr. O’Neill is paid in British sterling converted from U.S. dollars using
the conversion rate on the day prior to the payment date.
(2) Mr. Krol served as both the Lead Director and the Chair of the Nominating and Governance
Committee.
(3) Mr. McDonald served as the Chair of the Compensation and Human Resources Committee.
(4) Mr. York served as the Chair of the Audit Committee.
(5) During fiscal year 2006, the Board formed a Special Committee of Directors to oversee director
recruiting and governance formation for Tyco Healthcare and Tyco Electronics resulting from the
Proposed Separation of the Company into three, separate public companies.
(6) Ms. Wijnberg received a retainer in the amount of $20,000 in connection with her agreement to
serve as a director of Tyco Electronics Ltd. upon completion of the Company’s Proposed
Separation.
12 2007 Proxy Statement