ADT 2012 Annual Report Download - page 82

COMPENSATION OF NON-EMPLOYEE DIRECTORS
Director Compensation
Post-Separation
Following the Separation, compensation for our non-employee directors consists of an annual cash retainer
in the amount of $80,000 per year and an annual equity award of RSUs with a grant date fair value of
approximately $120,000 and a one-year vesting term. In addition, the non-executive chairman of our Board of
Directors receives an additional cash retainer in the amount of $150,000 per year, the chairs of the Audit
Committee and Compensation Committee receive an additional cash retainer in the amount of $20,000 per year
and the chair of the Nominating and Governance Committee receives an additional cash retainer in the amount of
$15,000 per year.
Pre-Separation
Prior to the Separation, three of our non-employee directors served on the Tyco Board of Directors. In
connection with their service on the Tyco Board of Directors, they received compensation according to programs
in place at Tyco, including:
• An annual cash retainer of $100,000;
• An annual equity award of RSUs with a grant date fair value of approximately $120,000;
• Additional annual retainers for the lead director ($30,000) and for the chairs of the Audit Committee
($20,000), Compensation and Human Resources Committee ($20,000) and Nominating and
Governance Committee ($15,000)
The following table sets forth information concerning the fiscal year 2012 compensation paid by Tyco to
our non-employee directors, a portion of which for Messrs. Donahue, Gordon and Paliwal relates to their service
on the Tyco Board of Directors.
Director Compensation for FY 2012
Name
Fees Earned
or
Paid in Cash
($)(1)
Stock
Awards
($)(2)
All Other
Compensation
($)(3)
Total
($)
Thomas Colligan .................................. $ 275 $ — $20,000 $ 20,275
Timothy Donahue .................................. $ 99,945 $120,033 $ — $219,978
Robert Dutkowsky ................................. $ 220 $ — $20,000 $ 20,220
Bruce Gordon ..................................... $149,025 $120,033 $10,000 $279,058
Bridgette Heller ................................... $ 220 $ — $20,000 $ 20,220
Kathleen Hyle ..................................... $ 220 $ — $20,000 $ 20,220
Keith Meister(4) .................................... $ — $ — $ — $ —
Dinesh Paliwal .................................... $100,000 $120,033 $10,468 $230,501
(1) For Messrs. Donahue, Gordon and Paliwal, includes the pro-rated portion of cash fees earned for service on
the Tyco Board of Directors, as well as the pro-rated portion of cash fees earned as directors of ADT.
(2) This column reflects the fair value of the entire amount of awards granted to Messrs. Donahue, Gordon and
Paliwal as directors of Tyco, calculated in accordance with Financial Accounting Standards Board
Accounting Standards Codification (“FASB 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 shares 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.
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