Redbox 2008 Annual Report Download - page 115

2008 Director Compensation
For 2008, the components of Coinstar’s standard non-employee director cash and equity compensation were:
Compensation paid to non-employee directors
Annual retainer ....................................................... $ 50,000
Annual restricted stock award............................................. $ 75,000(1)
Annual stock option grant ............................................... $ 35,000(1)
Stock option grant upon initial election or appointment .......................... Prorated(2)
Restricted stock grant upon initial election or appointment ....................... Prorated(2)
Attendance at Board meetings in excess of 10 meetings in a given year.............. $ 1,500(3)
Compensation for attendance at committee meetings (in person or by phone)
Audit Committee ...................................................... $ 1,250
Compensation Committee ............................................... $ 1,000
Nominating and Governance Committee . . . .................................. $ 1,000
Additional compensation for Board and Committee chairpersons
Non-employee Board Chair
Annual retainer ..................................................... $ 35,000
Annual restricted stock award ........................................... $ 30,000(1)
Annual stock option grant.............................................. $ 15,000(1)
Audit Committee (if not Board Chair) ...................................... $ 10,000
Compensation Committee (if not Board Chair) ................................ $ 10,000
Nominating and Governance Committee (if not Board Chair) ..................... $ 7,500
(1) Awards are granted based on grant date fair value.
(2) Upon an initial election or appointment to the Board of Directors on a date other than the date of an annual
meeting of stockholders, each non-employee director is automatically granted a prorated annual option grant
and restricted stock award, based on the number of full calendar months between the date of initial election or
appointment and the date of the first anniversary of the then last annual meeting of stockholders.
(3) Each one-year period is measured from the date of one annual meeting of stockholders to the next annual
meeting of stockholders, beginning with the 2008 Annual Meeting of Stockholders.
In addition, non-employee directors are paid per meeting fees for attending any meetings of non-standing
committees established by the Board. In 2008, Messrs. Grinstein, Rouleau, and Sznewajs were paid $1,000 per
meeting for attendance at Chief Operating Officer Committee meetings and Messrs. Eskenazy, Grinstein, and
Sznewajs were paid $1,000 per meeting for attendance at Finance Committee meetings. For his service on the
Redbox board of directors, Coinstar paid Mr. Grinstein $1,500 per in-person meeting and $750 per phone meeting
attended in the first quarter of 2008. Thereafter, he was paid $8,000 per quarter by Redbox. Directors are also
reimbursed for reasonable Coinstar-related travel expenses.
Non-Employee Director Stock Ownership Guidelines
The Board of Directors instituted stock ownership guidelines that provide that each non-employee director
should personally own shares of Coinstar’s common stock equal in market value to three times his or her annual
cash compensation. Directors who have been serving since at least April 3, 2008 are expected to attain the minimum
level of target ownership prior to the 2009 Annual Meeting of Stockholders. Any director elected after April 3, 2008
will be expected to attain the minimum level of target ownership within a period of three years from the date he or
she is first elected to the Board. The following shares will be counted in determining a director’s stock ownership:
(a) shares of Coinstar’s common stock purchased on the open market; (b) shares obtained through option exercises;
and (c) shares of Coinstar’s restricted stock held directly by a director, whether or not vested. Director stock
ownership does not include options to purchase stock. Mr. Cole is subject to the officer stock ownership guidelines
described in “Compensation Discussion and Analysis.”
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