ADT 2008 Annual Report Download - page 32

receive grants of DSUs, common shares, options, restricted shares or restricted stock units (‘‘RSUs’’),
or any combination thereof in lieu of the annual grant of DSUs that is currently mandated by the Plan.
Fees Earned or Stock All Other
Paid in Cash Awards Compensation Total
Name ($)(1) ($)(2) ($)(3) ($)
Adm. Dennis C. Blair(4) ..................... $ 80,000 $128,895 — $208,895
Mr. Timothy Donahue ...................... $ 43,516 $ 66,932 — $110,448
Mr. Brian Duperreault ..................... $ 80,000 $127,411 — $207,411
Mr. Bruce S. Gordon (L)(NC) ................ $ 99,038 $128,895 — $227,933
Mr. Rajiv L. L. Gupta (CC) .................. $ 95,000 $125,767 $10,000 $230,767
Mr. John A. Krol ......................... $ 96,058 $128,895 $10,000 $234,953
Dr. Brendan R. O’Neill ..................... $ 80,000 $128,895 — $208,895
Dr. William S. Stavropoulos .................. $ 80,000 $122,437 $10,000 $212,437
Ms. Sandra S. Wijnberg ..................... $ 80,000 $128,895 $ 1,051 $209,946
Mr. Jerome B. York (AC) ................... $100,000 $128,895 $ 372 $229,267
Former Directors:
Mr. H. Carl McCall(5) ...................... $ 36,703 $124,435 $ 1,000 $162,138
(L)= Lead Director
(AC)= Audit Committee Chair
(CC)= Compensation Committee Chair
(NC)= Nominating and Governance Committee Chair
(1) Consists of meeting fees, as described above. Mr. Donahue was paid a prorated fee for his services
for the period from March 13, 2008, when he joined the Board, through the end of the fiscal year.
Mr. Gordon was paid a prorated fee for his services as Lead Director for the period from
March 13, 2008 to March 28, 2008, and for his services as Nominating and Governance Chair for
the period March 13, 2008 to March 28, 2008. Mr. Krol was paid a prorated fee for his services as
Lead Director for the period December 29, 2007 to March 13, 2008, and his services as
Nominating and Governance Committee Chair for the period December 29, 2007 to March 13,
2008. Mr. McCall was paid a prorated fee for his services as a Director for the period
December 29, 2007 to March 13, 2008.
(2) As noted above, Directors receive an annual grant worth approximately $120,000 of DSUs of the
Company. The table above includes the value of dividend equivalent units (‘‘DEUs’’) that accrued
during fiscal 2008, but which are paid on a deferred basis. This column reflects the expense
recognized in the Company’s audited consolidated financial statements for the year ended
September 26, 2008 for DSUs granted to each Director in 2008. Each DSU and all prior DSUs are
fully vested when they are granted, meaning that they are not subject to forfeiture (except in the
case of dismissal for cause), but do not carry voting rights until they are actually issued. However,
the shares are not actually issued to the Director until the earlier of retirement from the Board or
a change-in-control of the Company.
(3) All other compensation includes the aggregate value of all matching charitable contributions made
by the Company on behalf of the Director during the fiscal year. The Company matches the
contributions of Directors made to qualifying charities up to a maximum of $10,000 per calendar
year. In addition, all other compensation includes the value of the discount on home security
systems installed by the Company in Directors’ homes and discounts on security monitoring
services. These discounts did not exceed $1,051 for any Director in fiscal 2008.
(4) Admiral Blair’s term on the Board will expire no later than the date of the 2009 Annual General
Meeting.
2009 Proxy Statement 15