Big Lots 2008 Annual Report Download - page 24

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DIRECTOR COMPENSATION
Under the Big Lots, Inc. Non-Employee Director Compensation Package established by the Board, each outside
director is compensated for Board and committee participation in the form of retainers and fees and a restricted
stock award.
Retainers and Fees
The retainers and fees for outside directors in fiscal 2008 consisted of: (i) an annual retainer of $45,000; (ii) an
additional annual retainer of $15,000 for the chair of the Audit Committee; (iii) an additional annual retainer of
$10,000 for the chairs of the Compensation Committee and the Nominating/Corporate Governance Committee;
(iv) $1,500 for each Board meeting attended in person; (v) $1,250 for each committee meeting attended in person;
(vi) $500 for each Board or committee meeting attended telephonically; and (vii) the ability to nominate a charity
to receive a donation of up to $10,000 from us. During fiscal 2008, Messrs. Berger, Berman (until December 5,
2008), Hayes (beginning on December 5, 2008), Kollat, Mallott, Solt, Tener and Tishkoff, and Ms. Lauderback
qualified as outside directors and, thus, received compensation for their Board service. Due to his employment
with us, Mr. Fishman did not qualify as an outside director and did not receive compensation for his service as
a director. The compensation received by Mr. Fishman as an employee is shown in the Summary Compensation
Table included in this Proxy Statement.
Restricted Stock
In fiscal 2008, the outside directors also received a restricted stock award having a grant date fair value equal to
approximately $75,000 (2,425 common shares). The fiscal 2008 restricted stock awards were made in June 2008
under the Big Lots 2005 Long-Term Incentive Plan (“2005 Incentive Plan”). The restricted stock awarded to the
outside directors in fiscal 2008 will vest on the earlier of (i) the trading day immediately preceding the Annual
Meeting, or (ii) the outside director’s death or disability (as that term is defined in the 2005 Incentive Plan).
However, the restricted stock will not vest if the outside director ceases to serve on the Board before either vesting
event occurs.
Director Compensation Table for Fiscal 2008
The following table summarizes the compensation earned by each outside director for his or her Board service in
fiscal 2008.
Name
(1)
(a)
Fees Earned
or
Paid in Cash
($)
(b)
Stock
Awards
($)(2)(3)
(c)
Option
Awards
($)(4)(5)
(d)
Non-Equity
Incentive Plan
Compensation
($)
(e)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(f)
All
Other
Compensation
($)(6)
(g)
Tot a l
($)
(h)
Mr. Berger 56,750 50,962 66,895 — — 10,000 184,607
Mr. Berman 47,775 50,962 82,111 — — 10,000 190,848
Mr. Hayes 8,475 — — — — — 8,475
Mr. Kollat 66,500 50,962 154,387 — — 10,000 281,849
Ms. Lauderback 56,500 50,962 81,974 — — 10,000 199,436
Mr. Mallott 73,500 50,962 78,157 — — 10,000 212,619
Mr. Solt 62,750 50,962 81,912 — — 10,000 205,624
Mr. Tener 55,750 50,962 80,120 — — — 186,832
Mr. Tishkoff 65,750 50,962 91,963 — — 10,000 218,675