Staples 2006 Annual Report Download - page 35

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It is the Compensation Committee’s goal to maintain a level of Outside Director compensation above the median
of companies both within our peer groups as well as similarly-sized companies in general industry. Actual
compensation is substantially greater than the median because of the performance of our common stock, which
represents a large portion of our Outside Director compensation. Each year, generally at its June meeting, the
Compensation Committee reviews an extensive analysis of marketplace practices for outside director pay conducted
by management and reviewed by the Compensation Committee’s independent advisor. In 2006, this analysis included
data from peer company proxy filings, data from Equilar, Inc., an independent provider of executive and board
compensation analyses, and published outside director pay studies, including a study conducted by Hewitt Associates,
the Compensation Committee’s independent advisor during our 2006 fiscal year. Based on the results of its 2006
annual review, the Compensation Committee determined to make no changes to Outside Director compensation.
The table below sets forth certain information concerning our 2006 fiscal year compensation of our Outside
Directors. Mr. Vishwanath, who joined our Board on March 23, 2007, is not included in the table below. The amounts
shown in the Stock Awards and Option Awards columns below represent the accounting expense that we recognized
under FASB Statement No. 123(R) during our 2006 fiscal year for awards from prior years and our 2006 fiscal year,
not the actual amounts paid to or realized by our Outside Directors during our 2006 fiscal year. The FASB
123(R) amount as of the grant date for stock awards and stock options is generally spread over the number of months
of service required for the grant to vest. The FASB 123(R) amount recorded for our directors’ stock and option
awards in 2006 is considerably higher than in prior years because we were required to adopt the retirement
acceleration provisions of FASB 123(R) in our 2006 fiscal year. Under these provisions, the compensation expense
associated with individuals eligible to retire and receive their awards before the stated vesting dates must be
accelerated even if such individuals do not intend to retire. All of our Outside Directors other than Ms. Barnes and
Mr. Crittenden are currently eligible for accelerated vesting of their stock and option awards granted after June 30,
2004 under our rule of 65, which is described under the caption “Accelerated Vesting of Awards” following the Grants
of Plan-Based Awards for 2006 Fiscal Year table elsewhere in this proxy statement. The amount disclosed disregards
estimates of forfeitures of awards that are otherwise included in our financial statement reporting for such awards.
There can be no assurance that the FASB 123(R) amounts listed below will ever be realized by our Outside Directors.
DIRECTOR COMPENSATION FOR 2006 FISCAL YEAR
Name
Fees earned
or paid in
cash ($)
Stock
Awards
($) (1)
Option
Awards
($) (2)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation ($)
Total
($)
Basil L. Anderson^....... 37,500 18,526 (3) 44,252 (4) 0 0 0 100,278
Brenda C. Barnes ........ 50,000 64,709 (5) 160,350 (6) 0 0 2,376 (23) 277,435
Arthur M. Blank......... 50,000 54,565 (7) 126,556 (8) 0 0 1,584 (23) 232,705
Mary Elizabeth Burton. . . . 50,000 109,575 (9) 260,045 (10) 0 0 2,772 (23) 422,392
Gary L. Crittenden....... 57,500 52,980 (11) 132,378 (12) 0 0 1,584 (23) 244,442
Richard Currie^^......... 25,000 224,616 (13) 163,782 (14) 0 0 2,970 (23) 416,368
George Mitchell^^........ 25,000 170,405 (15) 157,405 (16) 0 0 44,580 (17) 397,390
Rowland T. Moriarty ..... 50,000 109,575 (18) 260,045 (10) 0 0 5,676 (23) 425,296
Robert C. Nakasone...... 50,000 123,926 (19) 260,045 (10) 0 0 3,234 (23) 437,205
Stephen F.
Schuckenbrock^^^ ..... 25,000 0 (20) 0 (20) 0 0 0 25,000
Martin Trust ............ 50,000 134,150 (21) 260,045 (10) 0 0 4,686 (23) 448,881
Paul F. Walsh............ 57,500 135,446 (22) 260,045 (10) 0 0 3,828 (23) 456,819
^ Mr. Anderson became an Outside Director on March 1, 2006 upon his retirement as Vice Chairman of Staples.
^^ Messrs. Currie and Mitchell retired from our Board of Directors on June 6, 2006.
^^^ Mr. Schuckenbrock resigned from our Board of Directors on December 11, 2006.