ADT 2014 Annual Report Download - page 53

COMPENSATION OF NON-MANAGEMENT DIRECTORS
COMPENSATION OF NON-MANAGEMENT
DIRECTORS
Compensation for our non-management directors consists of an annual cash retainer in the amount of $80,000 per year, paid on a quarterly
basis, 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, paid quarterly. The
chair of the Audit Committee, beginning effective the third quarter of fiscal 2014, receives an additional cash retainer in the amount of $25,000
per year, paid quarterly. Prior to the third quarter of fiscal year 2014, the additional annual cash retainer for the chair of the Audit Committee was
$20,000. The chair of the Compensation Committee receives 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 $15,000 per year, each of which is paid on a
quarterly basis.
The following table sets forth information concerning the fiscal year 2014 compensation paid to our non-management directors.
Name Fees Earned or Paid in Cash ($) Stock Awards ($) (1)
All Other
Compensation
($) (2)
Total
($)
Thomas Colligan 102,500 120,006 — 222,506
Timothy Donahue 90,879 120,006 697 211,582
Richard Daly (3) 64,863 140,008 — 204,871
Robert Dutkowsky 80,000 120,006 536 200,542
Bruce Gordon 245,000 120,006 — 365,006
Bridgette Heller 80,000 120,006 33 200,039
Kathleen Hyle 87,500 120,006 360 207,866
Keith Meister (4) 12,967 — — 12,967
Dinesh Paliwal (5) 45,604 — 626 46,230
(1) This column reflects the fair value of the awards granted to our non-management directors calculated in accordance with 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 price of the Company’s common stock 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 first anniversary of the grant date. The value of dividend equivalent units granted in
connection with dividends paid on the Company’s common stock during fiscal year 2014 are excluded.
(2) This column reflects the value of the discount on security monitoring services provided by the Company, as well as the value of system installation, where applicable.
(3) The value of stock awards includes, in addition to the annual grant awarded to all directors in conjunction with the Company’s Annual Meeting on March 13, 2014, the value of a “stub grant”
made to Mr. Daly. This stub grant represented a pro-rated grant covering the period from the date of his appointment to the Board of Directors (January 9, 2014) until the 2014 Annual
Meeting.
(4) Mr. Meister resigned from the Board of Directors on November 24, 2013.
(5) Mr. Paliwal elected not to stand for reelection at the Company’s March 13, 2014 Annual Meeting, resigning from the Board of Directors on that date.
The ADT Corporation 2015 Proxy Statement 45
PROXY STATEMENT