Pep Boys 2009 Annual Report Download - page 17
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11
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
Compensation $10,000 $ 5,000
Nominating and Governance $10,000 $ 5,000
Operating Efficiency $10,000 $ 5,000
Equity Grants. The 2009 Stock Incentive Plan provides for an annual equity grant having an aggregate value of
$45,000 to non-management directors. The Stock Incentive Plan is administered, interpreted and implemented by
the Compensation Committee of the Board of Directors.
The table details the compensation paid to non-employee directors during the fiscal year ended January 30, 2010.
Director Compensation Table
Name
Fees Earned or
Paid in Cash
($)
Option Awards
($)
Total
($)
M. Shân Atkins 51,667 45,000 96,667
Robert H. Hotz 52,500 45,000 97,500
Max L. Lukens 40,000 45,000 85,000
James A. Mitarotonda 60,000 45,000 105,000
Irvin D. Reid 52,500 45,000 97,500
Jane Scaccetti 60,000 45,000 105,000
John T. Sweetwood 47,500 45,000 92,500
Nick White 45,833 45,000 90,833
James A. Williams 55,000 45,000 100,000
Certain Relationships and Related Transactions
The Audit Committee, which is comprised of independent directors, has established a written Related Party
Transaction Policy. Such policy provides that to help identify related-party transactions and relationships (i) all
transactions between the Company and another party are reviewed by the Company’s legal and finance departments
prior to the execution of definitive transaction documents and (ii) each director and executive officer completes a
questionnaire that requires the disclosure of any transaction or relationship that the person, or any member of his or
her immediate family, has or will have with the Company. The full Board of Directors reviews and approves,
ratifies or rejects any transactions and relationships of the nature that would be required to be disclosed under Item
404 of Regulation S-K. In reviewing any such related-party transaction or relationship, the Board considers such
information as it deems important to determine whether the transaction is on reasonable and competitive terms and is
fair to the Company. No such relationships or transactions of a nature required to be disclosed under Item 404 of
Regulation S-K currently exist.
Involvement of Certain Legal Proceedings
None of our directors or executive officers are currently involved, or have been involved during the last ten
years, in a legal proceeding of the type required to be disclosed under Item 402 of Regulation S-K.