Pep Boys 2013 Annual Report Download - page 16

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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
personal 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 Stock Incentive Plan provides for an annual equity grant having an aggregate value of
$80,000 to non-management directors, other than the Chairman of the Board whose grant is valued at $92,500. The
Stock Incentive Plan is administered, interpreted and implemented by the Compensation Committee.
The following table details the compensation paid to non-employee directors during the fiscal year ended
February 2, 2013.
Director Compensation Table
Name
Fees Earned or
Paid in Cash
($)
Equity Awards
($)
Total
($)
M. Shân Atkins 50,000 80,000 130,000
Robert H. Hotz 100,000 92,500 192,500
James A. Mitarotonda 47,500 80,000 127,500
Robert Rosenblatt 32,250 80,000 112,250
Jane Scaccetti 60,000 80,000 140,000
John T. Sweetwood 51,000 80,000 131,000
Andrea Weiss 30,000 80,000 110,000
Nick White 36,000 80,000 116,000