Pep Boys 2011 Annual Report Download - page 17
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11
member of the Nominating and Governance Committee, the Chairman of the Board and the President & Chief
Executive Officer.
How are directors compensated?
Cash Retainer. Each non-management director (other than the Chairman of the Board) receives an annual cash
retainer 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 cash fees.
Chair Member
Audit $20,000 $12,000
Compensation $15,000 $ 7,500
Nominating and Governance $10,000 $ 5,000
Operating Efficiency (suspended June 6, 2011) $10,000 $ 5,000
Equity Grants. Our 2009 Stock Incentive Plan provides for an annual equity grant having an aggregate value of
$55,000 to non-management directors. The Stock Incentive Plan is administered, interpreted and implemented by
the Compensation Committee.
The following table details the compensation paid to non-employee directors during the fiscal year ended January
28, 2012.
Director Compensation Table
Name
Fees Earned or
Paid in Cash
($)
Equity Awards
($)
Total
($)
M. Shân Atkins 55,000 55,000 110,000
Robert H. Hotz 62,125 55,000 117,125
James A. Mitarotonda 47,500 55,000 102,500
Irvin D. Reid 49,500 55,000 104,500
Jane Scaccetti 60,000 55,000 115,000
John T. Sweetwood 50,000 55,000 105,000
Nick White 45,000 55,000 100,000
James A. Williams 52,000 55,000 107,000
Max L. Lukens(1) 75,000 55,000 130,000
(1) Mr. Lukens resigned from the Board and his position as Chairman of the Board for personal reasons
on September 10, 2011.
Share Ownership Guidelines. Each of our non-employee directors is expected to hold shares equal to 4x the
annual director retainer (i.e., $140,000). The share ownership levels may be satisfied through direct share ownership
and/or by holding unvested time-based RSUs and vested “in the money” stock options. Non-employee directors
have five years from their appointment to Board to achieve their expected ownership level. If in a shortfall position,
(i) a non-employee director may not sell Pep Boys Stock and (ii) all net after-tax shares acquired upon the exercise
of stock options must be retained. All of our non-employee directors are currently in compliance with our share
ownership guidelines.
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