ADT 2015 Annual Report Download - page 59
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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
chairs of the Audit, Compensation and Nominating and Governance Committees receive an additional cash retainer in the amount of $25,000,
$20,000 and $15,000 per year, respectively, each of which is paid quarterly.
The following table sets forth information concerning the fiscal year 2015 compensation paid to our non-management directors.
Name Fees Earned or
Paid in Cash ($) Stock Awards
($) (1)
All Other
Compensation
($) (2)
Total
($)
Thomas Colligan 105,000 120,012 — 225,012
Timothy Donahue 100,000 120,012 353 220,365
Richard Daly 80,000 120,012 — 200,012
Robert Dutkowsky 80,000 120,012 2,486 202,498
Bruce Gordon 245,000 120,012 — 365,012
Bridgette Heller 80,000 120,012 1,224 201,236
Kathleen Hyle 80,000 120,012 338 200,350
Christopher Hylen (3) 58,444 140,047 — 198,491
(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 per share on the NYSE on the date of grant. RSUs
granted to non-management directors generally vest and the underlying units are converted to shares and delivered to non-management directors 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 2015 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 non-management directors in conjunction with the Company’s Annual Meeting on March 17, 2015, the
value of a “stub grant” made to Mr. Hylen. This stub grant represented a pro-rated grant covering the period from the date of his appointment to the Board of Directors (January 9, 2015) until
the Annual Meeting on March 17, 2015.
The ADT Corporation 2016 Proxy Statement 49
PROXY STATEMENT