ADT 2010 Annual Report Download - page 254

SUPPLEMENTAL DISCLOSURES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
2) Remuneration of the Non-Employee Directors
The table below reflects Director compensation for fiscal years 2010 and 2009. Fiscal years 2010
and 2009 compensation for non-employee Directors consisted of an annual retainer of $80,000 and
$80,000, respectively, restricted stock units (‘‘RSUs’’) with a value at grant of approximately
$120,000 and nil for all Directors except Mr. Yost, respectively, and deferred stock units (‘‘DSUs’’)
with a grant value of approximately nil and $120,000, respectively. The lead Director and the Chair
of the Audit Committee for fiscal years 2010 and 2009, received an additional annual fee of
$20,000, respectively, and the Chairs of the Compensation Committee and the Nominating and
Governance Committee for fiscal years 2010 and 2009, each received an additional annual fee of
$15,000, respectively, in recognition of the responsibilities required in these roles. In addition, 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. No such fees were paid in fiscal
2010 or 2009. A Director who is also an employee receives no additional remuneration for services
as a Director.
For fiscal 2010 and for future grants, the Company has changed the date on which it makes its
director equity grant to align the date with the election of Directors at the Company’s Annual
General Meeting in March. Previously, equity grants had been made at the start of the fiscal year.
As a result, the Company made an interim grant of RSUs to continuing directors to compensate
them for six months of service between October 2009 and March 2010. Because Mr. Yost received
his first equity grant in March 2009 and because Mr. Daniels was not a Board member during this
time period, they did not receive this grant.
As a result of U.S. federal tax law changes, the equity component of Director’s annual
remuneration has changed for fiscal 2010. For fiscal 2010, Directors were granted restricted stock
units (‘‘RSUs’’) with one-year vesting terms in lieu of DSUs. For all Directors other than Mr. Yost,
these RSUs were granted on the first day of fiscal 2010 as the equity component of their fiscal
2010 compensation. Mr. Yost was granted RSUs when he joined the Board on March 12, 2009.
The table below reflects compensation for fiscal years 2010 and 2009. In addition, Mr. McDonald,
a former director was paid $17,741 representing a portion of his pro-rated director fee paid in
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