Abercrombie & Fitch 2013 Annual Report Download - page 98

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Summary of Compensation Structure for
Non-Associate Members of Board of Directors of Abercrombie & Fitch Co.
Any officer of Abercrombie & Fitch Co. (the “Company”) who is also a director of the Company
receives no additional compensation for services rendered as a director. Directors of the Company who
are not employees, or as referred to by the Company, “associates”, of the Company or its subsidiaries
(“non-associate directors”) receive:
• an annual retainer of $55,000 (paid quarterly in arrears);
• an annual retainer for each standing committee Chair and member of $25,000 and $12,500,
respectively, other than (i) the Chair and members of the Audit Committee who receive
$40,000 and $25,000, respectively, and (ii) the Lead Independent Director of the Company
who receives $30,000 for serving in that capacity. In each case, the retainers are paid quarterly
in arrears; and
• an annual grant of 3,000 restricted stock units (each of which represents the right to receive
one share of Class A Common Stock, $0.01 par value, of the Company (the “Common Stock”),
upon vesting).
The annual restricted stock unit grant is subject to the following provisions:
• restricted stock units are to be granted annually on the date of the annual meeting of
stockholders of the Company;
• the maximum market value of the underlying shares of Common Stock on the date of grant is
to be $300,000 (i.e., should the price of the Company's Common Stock on the grant date
exceed $100 per share, the number of restricted stock units granted will be automatically
reduced to provide a maximum grant date market value of $300,000);
• the minimum market value of the underlying shares of Common Stock on the date of grant is
to be $120,000 (i.e., should the price of the Company's Common Stock on the grant date be
lower than $40 per share, the number of restricted stock units granted will be automatically
increased to provide a minimum grant date market value of $120,000); and
• restricted stock units will vest on the later of (i) the first anniversary of the grant date or (ii) the
first “open window” trading date following the first anniversary of the grant date, subject to
earlier vesting in the event of the director's death or total disability or upon a change of control
of the Company.
Non-associate directors are also reimbursed for their expenses for attending meetings of the
Company's Board of Directors and Board committee meetings and receive the discount on purchases of
the Company's merchandise extended to all Company associates.