ADT 2009 Annual Report Download - page 49

compensation. Mr. Yost was granted RSUs when he joined the Board on March 12, 2009. The table
below reflects compensation for fiscal year 2009.
Fees Earned or Stock All Other
Paid in Cash Awards Compensation Total
Name ($)(1) ($)(2) ($)(3) ($)
Mr. Timothy Donahue ...................... $ 80,000 $120,031 $ 185 $200,216
Mr. Brian Duperreault ..................... $ 80,000 $120,031 $10,000 $210,031
Mr. Bruce S. Gordon (L)(NC) ................ $115,000 $120,031 — $235,031
Mr. Rajiv L. Gupta (CC) .................... $ 95,000 $120,031 $ 5,000 $220,031
Mr. John A. Krol ......................... $ 80,000 $120,031 $10,000 $210,031
Dr. Brendan R. O’Neill ..................... $ 80,000 $120,031 — $200,031
Dr. William S. Stavropoulos .................. $ 80,000 $120,031 — $200,031
Ms. Sandra S. Wijnberg ..................... $ 80,000 $120,031 $10,276 $210,307
Mr. Jerome B. York (AC) ................... $100,000 $120,031 $ 317 $220,348
Mr. R. David Yost ......................... $ 43,516 $ 66,087 — $109,603
Former Directors:
Adm. Dennis C. Blair ...................... $ 27,692 $120,031 $ 2,000 $149,723
(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. R. David Yost was paid a prorated fee for his
services for the period from March 12, 2009, when he joined the Board, through the end of the
fiscal year. Admiral Blair was paid a prorated fee for his services as a Director for the period
December 27, 2009 to January 30, 2009. In addition, Mr. Mackey McDonald, a former director,
was paid $17,741 in fiscal 2009 for services as a director rendered in fiscal 2007. These fees were
inadvertantly omitted from his compensation for fiscal 2007.
(2) As noted above, Directors receive an annual equity grant worth approximately $120,000. Director
Yost received an annual grant of RSUs worth approximately $120,000 when he joined the Board in
March 2009, and the amount in this column represents the expense recognized in the Company’s
audited financial statements for fiscal 2009 for such grant. For our other Directors, this column
reflects the expense recognized for DSUs granted to each Director in 2009. 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 earliest of
(i) retirement from the Board, (ii) 2017 (as required under recent U.S. tax law changes), and
(iii) 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 $317 for any Director in fiscal 2009.
2010 Proxy Statement 29