ADT 2010 Annual Report Download - page 42

COMPENSATION OF NON-EMPLOYEE DIRECTORS
Fiscal 2010 compensation for non-employee Directors consisted of an annual cash retainer of
$80,000 and restricted stock units (‘‘RSUs’’) with one year vesting terms and a value at grant of
approximately $120,000. The lead Director and the Chair of the Audit Committee receive an additional
annual fee of $20,000, and the Chairs of the Compensation Committee and the Nominating and
Governance Committee each receive an additional annual fee of $15,000 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 $1,500 per day for each special committee meeting that he or
she attends. No such fees were paid in fiscal 2010. A Director who is also an employee receives no
additional remuneration for services as a Director.
For fiscal 2010 and for future years, the Company has changed the date on which it makes its
director equity grant to align the date with the election of Directors at the Company’s Annual General
Meeting in March. Previously, equity grants had been made at the start of the fiscal year. As a result,
the Company made an interim grant of RSUs to continuing directors to compensate them for six
months of service between October 2009 and March 2010. Because Mr. Yost received his first equity
grant in March 2009 and because Mr. Daniels was not a Board member during this time period, they
did not receive this grant.
Fees Earned or Stock All Other
Paid in Cash Awards Compensation Total
Name ($)(1) ($)(2) ($)(3) ($)
Mr. Michael E. Daniels ..................... $ 43,736 $120,036 $40,000 $203,772
Mr. Timothy Donahue ...................... $ 80,000 $180,043 $ 28 $260,071
Mr. Brian Duperreault ..................... $ 80,000 $180,043 $10,000 $270,043
Mr. Bruce S. Gordon (L)(NC) ................ $115,000 $180,043 $10,000 $305,043
Mr. Rajiv L. Gupta (CC) .................... $ 95,000 $180,043 $20,356 $295,399
Mr. John A. Krol ......................... $ 80,000 $180,043 $ 2,500 $262,543
Dr. Brendan R. O’Neill (AC) ................. $ 90,934 $180,043 — $270,977
Mr. William S. Stavropoulos ................. $ 80,000 $180,043 $10,000 $270,043
Ms. Sandra S. Wijnberg ..................... $ 80,000 $180,043 $ 3,912 $263,955
Mr. R. David Yost ......................... $ 80,000 $120,036 $10,000 $210,036
Former Directors:
Mr. Jerome B. York ....................... $ 45,330 $ 67,013 $ 118 $112,461
(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. Daniels was paid a prorated fee for his services
for the period from March 10, 2010, when he joined the Board, through the end of the fiscal year.
Mr. York was paid a prorated fee for his services as a Director for the period of the fiscal year
during which he was a Director. Mr. York retired from the Board at the Annual General Meeting
on March 10, 2010.
(2) Reflects the fair value of the entire amount of awards granted to Directors in fiscal 2010 calculated
in accordance with Financial Accounting Standards Board Accounting Standards Codification
(ASC) Topic 718, excluding estimated forfeitures. As described above, Directors received an
interim equity grant in October 2009 to compensate them for six months of service resulting from
the change in grant date. The fair value of RSUs is computed by multiplying the total number of
shares subject to the award by the closing market price of Tyco common stock on the date of
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