ADT 2013 Annual Report Download - page 45

FISCAL YEAR 2013 NEO COMPENSATION
FISCAL YEAR 2013 NEO COMPENSATION
Summary Compensation Table
The information set forth in the following table reflects compensation paid or earned by the NEOs for the fiscal years 2013, 2012 and 2011. The
compensation shown for fiscal years 2012 and 2011 were earned by each NEO under the compensation programs of Tyco which, prior to
September 28, 2012, was the parent corporation of ADT. The table reflects total compensation earned beginning in the later of fiscal year 2011
or the year an individual first became an NEO.
Name and
Principal Position Year Salary ($) Bonus ($) (4)
Stock /Unit
Awards ($) (5)
Option
Awards
($) (5)
Non-Equity
Incentive Plan
Compensation
($) (6)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($) (7) Total ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Naren Gursahaney Chief
Executive Officer
2013 900,000 — 2,708,100 2,602,377 693,000 — 267,286 7,170,763
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)
Former SVP, Chief
Financial Officer
2013 361,636 — 1,097,010 836,242 — — 27,009 2,321,897
2012 257,318 30,000 624,954 733,840 166,865 — 12,395 1,825,372
Alan Ferber (2) President,
Residential Business
Unit
2013 204,545 115,000 498,064 498,456 90,383 — 47,843 1,454,291
N. David Bleisch SVP,
General Counsel &
Corporate Secretary
2013 391,667 — 417,690 320,529 191,221 — 126,404 1,447,511
2012 323,820 65,135 350,588 228,789 137,624 — 34,916 1,140,872
2011 321,615 — 284,336 115,111 216,959 — 98,958 1,036,979
Anita Graham (3) Former
SVP, Chief Human
Resources &
Administrative Officer
2013 420,000 — 417,690 320,529 187,439 — 32,475 1,378,133
2012 390,000 24,000 322,478 184,696 189,540 — 64,087 1,174,801
2011 214,783 50,000 224,902 203,736 316,953 — 6,305 1,016,679
(1) Kathryn Mikells was hired by the Company on April 30, 2012. She resigned from the Company and from her position as Senior Vice President and Chief Financial Officer effective May 2, 2013.
(2) Alan Ferber was hired by the Company on April 17, 2013.
(3) Anita Graham resigned from the Company and from her position as Senior Vice President and Chief Human Resources and Administrative Officer effective December 31, 2013.
(4) Bonus: The amount shown in column (d) in fiscal year 2013 for Mr. Ferber represents a portion of a sign-on bonus paid when he joined the Company in April 2013. The amounts in fiscal
year 2012 for Messrs. Gursahaney and Bleisch and Ms. Graham represent 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 in fiscal year 2012 for Ms. Mikells reflects a sign-on bonus paid upon her hire in April 2012. The amount in fiscal year 2011 for Ms. Graham reflects a sign-on bonus paid when
she joined Tyco in March 2011.
(5) Stock/Unit Awards and Option Awards: The amounts in columns (e) and (f) reflect the fair value of equity awards granted in fiscal years 2013, 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. Amounts for fiscal year 2013 were calculated based upon the price of the Company’s common stock (including the impact on the value of options under the Black-
Scholes option pricing model). Values for fiscal years 2012 and 2011 were calculated based upon the price of Tyco common stock. 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 the Company’s common stock on the date of grant. For PSUs, fair value is based on a model that considers the closing
market price of the Company’s 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 maximum potential performance share value by individual for fiscal year 2013, determined at the time
of grant (200% of the target award): Mr. Gursahaney—$3,497,580; Ms. Mikells—$1,037,340; Mr. Bleisch—$394,740; and Ms. Graham—$394,740. Mr. Ferber did not receive PSUs in
fiscal year 2013. Ms. Mikells and Ms. Graham each forfeited the PSUs they received in fiscal year 2013 when they resigned from the Company.
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 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 Ltd., in order to preserve intrinsic value.
(6) Non-Equity Incentive Plan Compensation: The amounts reported in column (g) for each NEO reflect annual cash incentive compensation for the applicable fiscal year. Annual
incentive compensation for fiscal year 2013 is discussed in further detail above under the heading “Annual Incentive Compensation.” Amounts for fiscal years 2012 and 2011 were earned
pursuant to incentive plans designed and administered by Tyco.
(7) All Other Compensation: The amounts reported in column (i) for fiscal year 2013 represent the Company’s contributions to the 401(k) Retirement Savings and Investment Plan and
Supplemental Savings and Retirement Plan, taxable relocation benefits and associated tax gross-ups, and the value of the executive physical, as applicable. The amounts reported for fiscal
years 2012 and 2011 were paid and/or earned with respect to similar programs administered by Tyco, as well as to cash perquisites and to insurance premiums paid by Tyco for the benefit of
the officer (and, in some cases, the officer’s spouse). Details with respect to the amounts in this column are set forth below, in the All Other Compensation table.
The ADT Corporation 2014 Proxy Statement 33
PROXY STATEMENT