ADT 2011 Annual Report Download - page 51

COMPENSATION OF NON-EMPLOYEE DIRECTORS
Fiscal 2011 for non-employee directors consisted of an annual cash retainer and restricted stock
units (‘‘RSUs’’) with one year vesting terms and a value at grant of approximately $120,000. In fiscal
2011 the cash retainer for non-employee Directors was increased to $100,000. The lead Director’s fee
was increased to $30,000 in fiscal 2011 and the fee paid to the Chair of the Compensation Committee
increased to $20,000. The Chairs of the Nominating and Governance Committee and Audit Committee
received an additional fee of $15,000 and $20,000, respectively, in fiscal 2011. In addition, any member
of a special committee of the Board receives meeting fees in an amount of $1,500 per day for each
special committee meeting that he or she attends. No such fees were paid in fiscal 2011. A Director
who is also an employee receives no additional remuneration for services as a Director.
Fees Earned or Stock All Other
Paid in Cash Awards Compensation Total
Name ($)(1) ($)(2) ($)(3) ($)
Mr. Michael E. Daniels ..................... $ 90,879 $120,043 $10,000 $220,922
Mr. Timothy Donahue ...................... $ 90,879 $120,043 — $210,922
Mr. Brian Duperreault ..................... $ 90,879 $120,043 $10,000 $220,922
Mr. Bruce S. Gordon (L)(NC) ................ $131,319 $120,043 $10,000 $261,362
Mr. Rajiv L. Gupta (CC) .................... $108,599 $120,043 $ 479 $229,121
Mr. John A. Krol ......................... $ 90,879 $120,043 $ 9,806 $220,728
Dr. Brendan R. O’Neill (AC) ................. $110,879 $120,043 — $230,922
Mr. Dinesh Paliwal ........................ $ 54,615 $120,043 $21,950 $196,608
Dr. William S. Stavropoulos .................. $ 90,879 $120,043 $10,000 $220,922
Ms. Sandra S. Wijnberg ..................... $ 90,879 $120,043 $ 5,195 $216,117
Mr. R. David Yost ......................... $ 90,879 $120,043 $20,000 $230,922
Former Directors:
Mr. Jerome B. York ....................... ——$ 456 $ 456
(L)= Lead Director
(AC)= Audit Committee Chair
(CC)= Compensation Committee Chair
(NC)= Nominating and Governance Committee Chair
(1) During fiscal 2011, directors received a pro-rated portion of the cash fees described above.
(2) This column reflects the fair value of the entire amount of awards granted to Directors calculated
in accordance with Financial Accounting Standards Board Accounting Standards Codification
(ASC) Topic 718, excluding estimated forfeitures. 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 grant. RSUs granted to Board members generally vest and the
underlying units are converted to shares and delivered to Board members on the anniversary of
the grant date.
(3) All other compensation includes the aggregate value of all matching charitable contributions made
by the Company on behalf of the Directors 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. For Mr. Yost, the matching charitable contributions were made in the same fiscal year, but
different calendar years. 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 $1,950 for any Director in fiscal 2011. For
Mr. Paliwal, all other compensation includes $20,000 of fees paid to him in fiscal 2011 prior to his
election at the Annual General Meeting in March 2011. Mr. Paliwal also received $20,000 in such
fees in fiscal 2010. The Company invited Mr. Paliwal to observe certain Board meetings prior to
his election in March 2011 and agreed to pay fees in connection therewith.
2012 Proxy Statement 37