ADT 2012 Annual Report Download - page 59

equal to the fair market value of our common stock on the date of grant. PSUs will vest in full on the third
anniversary of the date of grant, with the number of PSUs to be delivered based on achieving performance goals
with respect to recurring revenue growth (60% weighting) and adjusted free cash flow (as defined above) growth
(40% weighting). In order to place more emphasis on performance-based compensation, Mr. Gursahaney did not
receive an annual grant of RSUs, and was instead granted only stock options (50%) and PSUs (50%).
Also, in connection with the Separation, our Compensation Committee made additional one-time equity
grants to certain of our key employees, including each of our named executive officers, to further align the
interests of these key employees with the interests of our stockholders. These one-time Founders’ Grants are
intended to enhance retention of our new management team, and are not considered part of our regular executive
compensation program. The Founders’ Grants were in the form of stock options (50%) and RSUs (50%). These
one-time stock option awards will vest in three equal installments on each of the first three anniversaries of the
date of grant. The one-time RSU awards will vest in full on the third anniversary of the date of grant.
The following table summarizes the grant date value or the target value, as applicable, for each form of
award for both the annual equity grants and the Founders’ Grants for each of our named executive officers:
Fiscal Year 2013 Long-Term Equity Incentive Awards
Annual Equity Award Grants
One-Time Founders
Grants
TotalNamed Executive Officer Options RSUs PSUs Options RSUs
Naren Gursahaney $1,750,000 — $1,750,000 $875,000 $875,000 $5,250,000
Kathryn Mikells $ 520,000 $260,000 $ 520,000 $325,000 $325,000 $1,950,000
Donald Boerema $ 140,000 $ 70,000 $ 140,000 $ 87,500 $ 87,500 $ 525,000
Mark Edoff $ 140,000 $ 70,000 $ 140,000 $ 87,500 $ 87,500 $ 525,000
Anita Graham $ 200,000 $100,000 $ 200,000 $125,000 $125,000 $ 750,000
Executive Benefit Plans and Other Elements of Compensation
Our named executive officers are eligible to participate in the benefit plans that are available to substantially all
of our U.S. employees, including our 401(k) plan and our medical insurance, dental insurance, life insurance and
long-term disability plans. None of our named executive officers participate in a defined benefit pension plan.
Our named executive officers are also eligible to participate in the Company’s Supplemental Savings and
Retirement Plan (the “SSRP”), which is a deferred compensation plan that permits the elective deferral of base
salary and annual performance-based bonus for executives earning more than $115,000 per year. The SSRP
provides executives with the opportunity to:
• contribute retirement savings in addition to amounts permitted under the Company’s tax qualified
401(k) Retirement Savings and Investment Plan (“RSIP”);
• defer compensation on a tax-deferred basis and receive tax-deferred market-based growth; and
• receive any Company contributions that were reduced under the RSIP due to IRS compensation limits.
Supplemental Insurance Benefits. Following the Separation, Mr. Gursahaney continued to receive the
supplemental insurance benefits that he received from Tyco prior to the Spin-off under policies whose premiums
had been paid by Tyco. Going forward, our Compensation Committee decided to end the supplemental insurance
benefit program for Mr. Gursahaney. In connection with the discontinuance of these benefits, we made a one-
time grant of RSUs to Mr. Gursahaney in November 2012, with a grant date fair value equal to two times the
annual premium value of these benefits and a pro-rata vesting schedule of two years.
Executive Physical Program. The Company strongly believes in investing in the health and well-being of its
executives as an important component in providing continued effective leadership for the Company. As such, we
have adopted an annual executive physical program. All of our named executive officers are eligible for this benefit.
-33-