Pep Boys 2010 Annual Report Download - page 17

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offices within ten days of the date of such public announcement will be considered timely. The shareholder’s notice
must also set forth all of the following information:
•the name and address of the shareholder making the nomination;
•a representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the
proposed nominee;
•the name of the proposed nominee;
•the proposed nominee’s principal occupation and employment for the past 5 years;
•a description of any other directorships held by the proposed nominee; and
•a description of all arrangements or understandings between the nominee and any other person or persons
relating to the nomination of, and voting arrangements with respect to, the nominee.
How are candidates identified and evaluated?
Identification. The Nominating and Governance Committee considers all candidates recommended by our
shareholders, directors and senior management on an equal basis. The Nominating and Governance Committee’s
preference is to identify nominees using our own resources, but has the authority to and will engage search firms(s)
as necessary.
Qualifications. The Nominating and Governance Committee evaluates each candidate’s professional background
and experience, judgment and diversity (age, gender, ethnicity and personal experiences) and his or her
independence from Pep Boys. Such qualifications are evaluated against our then current requirements, as expressed
by the full Board and our President & 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 President & Chief
Executive Officer.
How are directors compensated?
In 2010, in consultation with Pay Governance, LLC, our compensation consultant, we reviewed our director
compensation in comparison to the compensation paid to the directors of the companies comprising our peer group
(see, “EXECUTIVE COMPENSATION -- Compensation Discussion & Analysis – Summary” for a description of
our peer group) and as it related to the changing workload of our Board as dictated by the emerging trends in
corporate governance. As a result, in June 2010, we revised our director compensation to (i) increase the aggregate
value of the annual equity grants by $10,000, (ii) increase the base compensation of our Chairman of the Board (who
does not receive committee fees despite attending most committee meetings as a non-voting participant) by $20,000,
(iii) increase the Compensation Committee chair and member fees by $5,000 and $2,500, respectively, and (iv)
decrease the Audit Committee chair and member fees by $5,000 and $3,000, respectively. The current director
compensation is detailed below.
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 $100,000.
Committee Compensation. Directors serving on our committees also receive the following annual fees.
Chair Member
Audit $20,000 $12,000
Compensation $15,000 $ 7,500
Nominating and Governance $10,000 $ 5,000
Operating Efficiency $10,000 $ 5,000