ADT 2012 Annual Report Download - page 71

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the ADT Compensation Committee during fiscal year 2012 or as of the date of this
Proxy Statement has been an officer or employee of the Company or any of its subsidiaries and no executive
officer of the Company served on the ADT Compensation Committee or board of any company that employed
any member of the ADT Compensation Committee or Board of Directors.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Historical Compensation Information
The information set forth in the following table reflects compensation earned during fiscal year 2012 by our
named executive officers (Mr. Gursahaney; Ms. Mikells; Mr. Boerema; Mr. Edoff; and Ms. Graham). The
services rendered by these executives in fiscal year 2012 were, in some instances, in capacities not equivalent to
the positions in which they now serve ADT or its subsidiaries. The information below reflects their compensation
information for fiscal year 2012 and 2011 (and current positions), but is not necessarily indicative of the
compensation these individuals will receive as executive officers of ADT.
Summary Compensation Table
Name and
Principal Position
(a)
Year
(b)
Salary
($)
(c)
Bonus
($) (3)
(d)
Stock / Unit
Awards
($) (4)
(e)
Option
Awards
($) (4)
(f)
Non-Equity
Incentive
Plan
Compensation
($) (5)
(g)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(h)
All Other
Compensation
($) (6)
(i)
Total
($)
(j)
Naren Gursahaney
Chief Executive Officer 2012 $610,000 $290,000 $1,747,016 $1,698,545 $451,300 $— $152,957 $4,949,818
2011 $597,500 $ — $1,296,760 $ 807,609 $787,000 $— $200,421 $3,689,290
Kathryn Mikells (1)
Chief Financial Officer 2012 $257,318 $ 30,000 $ 624,954 $ 733,840 $166,865 $— $ 12,395 $1,825,372
Donald Boerema (2)
SVP, Chief Corporate 2012 $320,356 $374,733 $ 277,235 $ 138,770 $129,744 $— $ 36,526 $1,277,364
Development Officer
Mark Edoff
SVP, Business Operations 2012 $340,000 $ 20,000 $ 392,168 $ 207,513 $170,952 $— $ 39,226 $1,169,859
Optimization 2011 $340,000 $ — $ 213,345 $ 86,311 $287,028 $— $ 61,963 $ 988,647
Anita Graham
SVP, Chief Human 2012 $390,000 $ 24,000 $ 322,478 $ 184,696 $189,540 $— $ 64,087 $1,174,801
Resources and
Administrative Officer
2011 $214,783 $ 50,000 $ 224,902 $ 203,736 $316,953 $— $ 6,305 $1,016,679
(1) Kathryn Mikells was hired by Tyco on April 30, 2012.
(2) Donald Boerema was not a named executive officer in fiscal year 2011 as reported in our Form 10 filed on September 10, 2012.
(3) Bonus: The amount shown in column (d) for Messrs. Gursahaney, Boerema, Edoff and Ms. Graham includes for fiscal year 2012 one-
time lump sum payments in connection with their promotions into their new roles with ADT. The amount represents the difference
between their fiscal year 2012 salary and target bonus and their post-Separation salary and target bonus for the period from April 1, 2012
to September 28, 2012. The amount for Mr. Boerema in fiscal year 2012 also includes a retention bonus of $315,000 which was awarded
in fiscal year 2010, and which was payable in fiscal year 2012. The amount shown for Ms. Graham in fiscal year 2011 reflects a sign-on
bonus paid when she joined Tyco in March 2011. The amount shown for Ms. Mikells reflects a sign-on bonus paid when she joined Tyco
in April 2012.
(4) Stock/Unit Awards and Option Awards: The amounts in columns (e) and (f) reflect the fair value of equity awards granted in fiscal
years 2012 and 2011, which consisted of stock options, RSUs and PSUs. These amounts represent the fair value of the entire amount of
the award calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For stock options, amounts
are computed by multiplying the fair value of the award (as determined under the Black-Scholes option pricing model) by the total
number of options granted. For RSUs, fair value 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. For PSUs, fair value is based on a model that considers the closing
market price of Tyco common stock on the date of grant, the range of shares subject to such stock award and the estimated probabilities
of vesting outcomes. The value of PSUs included in the table assumes target performance. The following amounts represent the
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