ADT 2012 Annual Report Download - page 72

maximum potential performance share value by individual for fiscal year 2012: Mr. Gursahaney—$1,779,005; Mr. Boerema—$188,772;
Mr. Edoff—$302,431; Ms. Graham—$340,976. Information regarding the assumptions used to determine fair value appears in Note 12
(“Share Plans”) to our combined financial statements for fiscal year 2012. Ms. Mikells did not receive PSUs in fiscal year 2012.
Amounts in column (e) for fiscal year 2012 include the incremental fair value associated with the shortening of the performance period for
outstanding PSUs. The shortening of the performance period was associated with ADT’s separation from Tyco. Amounts in column (f) for
fiscal year 2012 include the incremental fair value associated with the conversion of outstanding Tyco stock options into stock options of
ADT. On July 12, 2012, in connection with the 2012 Separation, the Tyco Board of Directors approved the conversion of all outstanding
Tyco PSUs into RSUs based on performance achieved through June 29, 2012. On August 2, 2012, the Tyco Compensation Committee
approved the conversion ratio based on its review and certification of performance results. On October 12, 2011 the Tyco Compensation
Committee approved the methodology that would apply to convert outstanding Tyco equity awards upon completion of the Separation into
post-Separation equity awards of ADT, or split into equity awards of Tyco, ADT and Pentair, in order to preserve intrinsic value. These
conversions are discussed in further detail above under the heading “Compensation Discussion and Analysis—Elements of
Compensation—Long-Term Incentive Awards—Tyco Programs—Treatment of Outstanding Equity Awards Upon Separation.”
(5) Non-Equity Incentive Plan Compensation: The amounts reported in column (g) for each named executive officer reflect annual cash
incentive compensation for the applicable fiscal year. Annual incentive compensation is discussed in further detail above under the
heading “Compensation Discussion and Analysis—Elements of Compensation—Tyco Programs—Annual Incentive Compensation.”
(6) All Other Compensation: The amounts reported in column (i) for each named executive officer represent cash perquisites, insurance
premiums paid by Tyco for the benefit of the officer (and, in some cases, the officer’s spouse), Tyco’s contributions to 401(k) plans and
non-qualified plans of Tyco and its subsidiaries providing similar benefits, and other miscellaneous benefits. The components of All
Other Compensation for each named executive officer are shown in the following table.
Supplemental Executive Insurance Benefits
Named Executive
Fiscal
Year
Cash
Perquisite
Variable
Universal Life
Supplemental
Disability
Long-Term
Care
Tax Gross-
Ups
Retirement Plan
Contributions Miscellaneous
Total All Other
Compensation
Current Officers
Naren Gursahaney 2012 $15,250 $10,019 $15,008 $19,274 — $70,225 $23,091 $152,957
2011 $59,750 $10,019 $15,008 $19,275 — $86,665 $ 9,614 $200,421
Kathryn Mikells 2012 — — — — — $ 7,395 $ 5,000 $ 12,395
Donald Boerema 2012 $ 8,009 — — — — $23,517 $ 5,000 $ 36,526
Mark Edoff 2012 $ 8,500 — — — — $28,726 $ 2,000 $ 39,226
2011 $34,000 — — — — $27,928 $ 35 $ 61,963
Anita Graham 2012 — — — — $5,877 $35,091 $23,119 $ 64,087
2011 — — — — — $ 6,305 — $ 6,305
(a) Cash Perquisites reflect an annual cash perquisite payment equal to the lesser of 10% of the executive’s base salary and $70,000.
Payments are made quarterly and are adjusted to reflect changes in salary. This benefit was discontinued by Tyco as of January 1, 2012.
(b) Supplemental Executive Insurance Benefits reflect premiums paid by Tyco for insurance benefits for the executive and, in the case of
long-term care, for the executive’s spouse as well. These benefits were provided to certain executives of Tyco upon the approval of the
Tyco Compensation Committee. Mr. Gursahaney was the only one of our named executive officers who received these benefits in his
role as an executive of Tyco. ADT has discontinued this benefit for Mr. Gursahaney as of November 30, 2012.
(c) The amount shown in this column as tax gross-up payments for Ms. Graham for fiscal year 2012 represents tax gross-up payments made
with respect to taxable relocation expenses.
(d) Retirement plan contributions include matching contributions made by Tyco on behalf of each executive to its tax-qualified 401(k)
Retirement, Savings and Investment Plan and to its non-qualified Supplemental Savings and Retirement Plan.
(e) Miscellaneous compensation in fiscal year 2012 includes matching charitable contributions Tyco made on behalf of Messrs. Gursahaney,
Boerema and Edoff, the value of relocation benefits for Mr. Gursahaney, Ms. Mikells and Ms. Graham, as well as the value of an
executive physical for Ms. Graham. In fiscal year 2011, miscellaneous compensation for Mr. Gursahaney includes matching charitable
contributions Tyco made on his behalf as well as de minimis payments made for the vesting of fractional shares. De minimis payments
made for the vesting of fractional shares are also included in miscellaneous compensation for Mr. Edoff in fiscal year 2011.
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