Pep Boys 2012 Annual Report Download - page 15

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11
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?
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 (other than the Chairman of the Board) 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
Equity Grants. Our 2009 Stock Incentive Plan provides for an annual equity grant having an aggregate value of
$55,000 to non-management directors. The Stock Incentive Plan is administered, interpreted and implemented by
the Compensation Committee.
The following table details the compensation paid to non-employee directors during the fiscal year ended
February 2, 2013.
Director Compensation Table
Name
Fees Earned or
Paid in Cash
($)
Equity Awards
($)
Total
($)
M. Shân Atkins 50,000 55,000 105,000
Robert H. Hotz 100,000 55,000 155,000
James A. Mitarotonda 47,500 55,000 102,500
Jane Scaccetti 60,000 55,000 115,000
John T. Sweetwood 45,000 55,000 100,000
Nick White 41,000 55,000 96,000
Irvin D. Reid(1) 39,000-- 39,000
James A. Williams(1) 35,250 -- 35,250
(1) Messrs. Reid and Williams retired from our Board on September 12, 2012.