First Data 2007 Annual Report Download - page 164

TAX AND ACCOUNTING CONSIDERATIONS
In reviewing 2007 compensation, the Committee attempted to maximize the tax deductibility of executive officer compensation programs. Executive officer
compensation derived from the SEIP and stock options are tax deductible, however, base pay and income derived from restricted stock grants in excess of $1
million do not meet the IRS code 162(m) qualifications for deductibility. The Committee believed that granting a limited amount of restricted stock yielded
numerous benefits to the Company and Shareholders (as described in the Equity section above) which outweighed the potential impact of providing non-
deductible compensation.
However, as a result of the merger during 2007, 162(m) limitations will not apply to First Data as the Company's common stock is no longer registered or
publicly traded. The Committee has not considered 162(m) deductibility limitations in the planning of 2008 compensation since they do not apply.
DIRECTOR COMPENSATION
Name
Fees
Earned or
Paid in
Cash ($)(1)
Stock Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($)(2) Total ($)
Daniel P. Burnham $ 230,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 230,000
David A. Coulter 230,000 0 0 0 0 0 230,000
Alison Davis 225,000 0 0 0 0 25,000 250,000
Peter B. Ellwood 215,000 0 0 0 0 0 215,000
Courtney F. Jones 240,000 0 0 0 0 0 240,000
Richard P. Kiphart 230,000 0 0 0 0 25,000 255,000
James D. Robinson III 223,000 0 0 0 0 20,000 243,000
Charles T. Russell 215,000 0 0 0 0 0 215,000
Joan E. Spero 245,000 0 0 0 0 25,000 270,000
Arthur F. Weinbach 225,000 0 0 0 0 25,000 250,000
Tagar C. Olson 0 0 0 0 0 0 0
Scott C. Nuttall 0 0 0 0 0 0 0
James R. Fisher 0 0 0 0 0 0 0
(1) Daniel P. Burnham, David A. Coulter, Alison Davis, Peter B. Ellwood, Courtney F. Jones, Richard P. Kiphart, James D. Robinson III, Charles T.
Russell, Joan E. Spero and Arthur F. Weinbach are all former board members who served on the First Data Corporation Board of Directors until the
date of the merger on September 24, 2007. Tagar Olson, Scott Nuttall, and James Fisher are the current board members serving since the date of the
merger and currently receive no compensation for their service.
(2) Represents Gift Matching benefit paid during 2007. The Gift Matching Program was available to active board members through the First Data
Foundation ("the Foundation"). Non-profit organizations located in the U.S. and recognized by the IRS as tax-exempt and designated a public charity
under Section 501(c)(3) or Section 170 (c)(1) are eligible under the plan as well as international organizations approved by the Foundation with gifts
greater than $10,000. Contributions made to eligible organizations are capped at $25,000 per calendar year with a match of $1 for every $1 donated.
Director Compensation Prior to September 24, 2007 Merger
Prior to the September 24, 2007 merger, Directors who were not employees of the Company or its affiliates were paid an annual retainer of $90,000 for
service. In addition, the chairperson of the Audit Committee received an annual retainer of $25,000 and each member of the Audit Committee received an
annual retainer of $10,000. The chairperson of the Compensation and Benefits Committee received an annual retainer of $15,000. The chairperson of the
Corporate Governance Committee received an annual retainer of $15,000. The chairperson of the Executive Committee receives an annual retainer of $8,000.
In addition, in lieu of annual option grants, the Company elected to make cash payments to the non-employee directors to compensate them for the
value of grants that would otherwise have been provided to them under the Company's equity plans for directors. Each non-employee director received
$125,000 in lieu of the annual grant. Mr. Coulter, Mr. Kiphart and Ms. Spero also received a $15,000 re-election payment which reflects a pro rata portion of
the re-election equity award grant that they otherwise would have received.
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