Pep Boys 2008 Annual Report Download - page 17
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11
Pep Boys. Such qualifications are evaluated against our then current requirements, as expressed by the full Board
and our Chief Executive Officer, and the current make up of the full Board.
Evaluations. Candidates are evaluated on the basis of their resume, third party references, public reputation and
personnel interviews. Before a candidate can be recommended to the full Board, such candidate is generally
interviewed by each member of the Nominating and Governance Committee and meets, in person, with at least one
member of the Nominating and Governance Committee, the Chairman of the Board and the Chief Executive
Officer.
How are directors compensated?
Base Compensation. Each non-management director (other than the Chairman of the Board) receives an annual
director’s fee of $35,000. Our Chairman of the Board receives an annual director’s fee of $80,000.
Committee Compensation. Directors serving on our committees also receive the following annual fees.
Chair Member
Audit $25,000 $15,000
Human Resources $10,000 $ 5,000
Nominating and Governance $10,000 $ 5,000
Operating Efficiency $10,000 $ 5,000
A director may elect to have all or a part of his or her director’s fees deferred. Amounts deferred receive a rate
of return equal to the prime interest rate or the performance of Pep Boys Stock (represented by stock units), as
elected by the director, and are paid at a later date chosen by the director at the time of deferral. A director who is
also an employee of Pep Boys receives no additional compensation for service as a director.
Equity Grants. The Pep Boys Stock Incentive Plan provides for an annual equity grant having an aggregate
value of $45,000 to non-management directors. The Stock Incentive Plan is administered, interpreted and
implemented by the Human Resources Committee of the Board of Directors.
The table details the compensation paid to non-employee directors during the fiscal year ended January 31,
2009.
Director Compensation Table
Name
Fees Earned or
Paid in Cash
($)
Stock Awards
(RSUs)
($)
Option Awards
($)
Total
($)
James A. Mitarotonda 62,500 33,750 11,250 107,500
M. Shân Atkins 53,846 33,750 11,250 98,846
Peter A. Bassi 50,000 33,750 11,250 95,000
Robert H. Hotz 50,000 33,750 11,250 95,000
Thomas R. Hudson, Jr. 37,500 33,750 11,250 82,500
Irvin D. Reid 50,000 33,750 11,250 95,000
Jane Scaccetti 58,395 33,750 11,250 103,395
John T. Sweetwood 50,000 33,750 11,250 95,000
Nick White 40,000 33,750 11,250 85,000
James A. Williams 47,500 33,750 11,250 92,500
William Leonard1 40,000 33,750 11,250 85,000
1 Mr. Leonard resigned from the Board of Directors on July 14, 2008.