AutoZone 2014 Annual Report Download - page 24

Proxy
footnote 4. See “Security Ownership of Management and Board of Directors” on page 14 for more
information about our directors’ stock ownership.
(4) As of August 30, 2014, each current non-employee director had the following aggregate number of
outstanding Stock Units, Restricted Stock Units and stock options:
Name
Stock
Units
(#)
Restricted
Stock
Units
(#)
Stock
Options*
(#)
Douglas H. Brooks ........................................... — 421 —
Linda A. Goodspeed .......................................... — 701 —
Sue E. Gove ................................................ 280 2,277 —
Earl G. Graves, Jr. ........................................... 3,417 2,440 8,000
Enderson Guimaraes .......................................... — 1,032 —
J.R. Hyde, III ............................................... 7,505 2,169 18,000
D. Bryan Jordan ............................................. — 588 —
W. Andrew McKenna ......................................... 4,247 2,187 18,000
George R. Mrkonic, Jr ........................................ 1,405 2,223 —
Luis Nieto .................................................. 1,136 2,056 2,000
* All stock options are vested.
Narrative Accompanying Director Compensation Table
Current Compensation Structure
AutoZone’s current director compensation program became effective January 1, 2014.
Annual Retainer Fees. Non-employee directors receive an annual retainer fee of $200,000 (the “Annual
Retainer”). The lead director and the chair of the Audit Committee each receive an additional fee (“Additional
Fee”) of $20,000 annually, the chairs of the Compensation Committee and the Nominating and Corporate
Governance Committee each receive an Additional Fee of $5,000 per year, and the non-chair members of the
Audit Committee each receive an Additional Fee of $5,000 per year (such Additional Fees, together with the
Annual Retainer, the “Director Compensation”). There are no meeting fees.
Under the AutoZone, Inc. 2011 Equity Incentive Award Plan (the “2011 Equity Plan”), which replaced the
2003 Director Compensation Plan and the 2003 Director Stock Option Plan (each as defined below), non-
employee directors receive the Director Compensation in the form of Restricted Stock Units, which are
contractual rights to receive in the future a share of AutoZone common stock. Upon timely delivery of an
election form, a non-employee director may elect to receive $75,000 of the Annual Retainer plus any Additional
Fees in the form of cash, paid in quarterly installments, with the remainder of the Annual Retainer paid in the
form of Restricted Stock Units. All Restricted Stock Units are granted on January 1 of the applicable calendar
year.
If a non-employee director is elected to the Board, or assumes a different position, after the beginning of a
calendar quarter, he or she will receive the Annual Retainer and/or Additional Fees, prorated based on the
number of days remaining in the calendar year or quarter, as appropriate.
Restricted Stock Units become payable on the earlier to occur of (1) the fifth anniversary of the grant date,
or (2) the date on which the non-employee director ceases to be a director (the “Payment Date”). Upon timely
delivery of an election form, a non-employee director may elect to receive payment on the date on which he or
she ceases to be a director. Restricted Stock Units are payable in shares of AutoZone common stock no later
than the fifteenth day of the third month following the end of the tax year in which such Payment Date occurs.
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