Starwood 2008 Annual Report Download - page 53

Transition Committee received an additional fee of $10,000. The members of these special committees were able to
elect to receive such fees in cash or stock. For Directors electing stock, the number of shares awarded was
determined by dividing the amount by the Fair Market Value (as defined in the LTIP) on the date of grant. These
special committee shares generally vest upon the earlier of (i) the third anniversary of the grant date and (ii) the date
such person ceases to be a Director of the Company.
B. Attendance Fees
Non-Employee Directors do not receive fees for attendance at meetings. However, the Company reimburses
Non-Employee Directors for expenses they incurred related to 2008 meeting attendance, including attendance by
spouses at one meeting each year.
C. Equity grant
In 2008, each Non-Employee Director received an annual equity grant (made at the same time as the annual
grant is made to other employees) under our LTIP with a value of $100,000. The equity grant was delivered 50% in
stock units and 50% in stock options. The number of stock units is determined by dividing the value ($50,000) by the
average of the high and low price on the date of grant. The number of options is determined by dividing the value
($50,000) by the average of the high and low price on the date of grant (also the exercise price) and multiplying by
three. For the 2009 grant, the ratio was lowered to 2.5-to-1. The options are fully vested and exercisable upon grant
and are scheduled to expire eight years after the grant date. The restricted stock awarded pursuant to the annual grant
generally vests upon the earlier of (i) the third anniversary of the grant date and (ii) the date such person ceases to be
a Director of the Company.
D. Starwood Preferred Guest Program Points and Rooms
In 2008, each Non-Employee Director other than Mr. Daley received an annual grant of 750,000 Starwood
Preferred Guest (“SPG”) Points to encourage them to visit and personally evaluate our properties. Mr. Daley
received a grant of 375,000 SPG Points in light of his November 2008 election to the Board.
E. Other Compensation
In 2008, the Company made available to the Chairman of the Board administrative assistant services and health
insurance coverage on terms comparable to those available to Starwood executives until the Chairman turns
70 years old and thereafter on terms available to Company retirees (including required contributions). The
Company also reimburses Non-Employee Directors for travel expenses, other out-of-pocket costs they incur when
attending meetings and, for one meeting per year, expenses related to attendance by spouses.
We have summarized the compensation paid by the Company to our Non-Employee Directors in 2008 in the
table below.
Name of Director
Fees earned
or Paid in Cash
($) (1)
Stock
Awards (2)(3)
($)
Option
Awards (4)
($)
All Other
compensation (5)
($)
Total
($)
Adam M. Aron ............ 20,000 94,077 48,939 11,250 174,266
Charlene Barshefsky ........ 20,000 94,077 48,939 15,431 178,447
Jean-Marc Chapus ......... 25,000 40,713 48,939 11,250 125,902
Thomas E. Clarke .......... 37,500 41,218 48,753 11,250 138,721
Clayton C. Daley, Jr. ........ 6,196 6,762 14,756 N/A 27,714
Bruce W. Duncan .......... 35,000 222,499 48,939 102,246 408,684
Lizanne Galbreath .......... 15,000 94,077 48,939 15,595 173,611
Eric Hippeau .............. 40,000 94,077 48,939 30,986 214,002
Stephen R. Quazzo ......... 55,000 94,077 48,939 11,250 209,266
Thomas O. Ryder .......... 55,000 94,077 48,939 24,699 222,715
Kneeland C. Youngblood . . . . . 50,000 54,043 48,939 18,750 171,732
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