Starwood 2010 Annual Report Download - page 58

Deferred cash amounts are payable in accordance with the Non-Employee Director’s advance election. A Non-
Employee Director is also permitted to elect to defer to a deferred unit account any or all of the annual fee payable in
Shares or cash. Deferred stock or cash amounts are payable in accordance with the Non-Employee Director’s
advance election.
Non-Employee Directors serving as members of the Audit Committee receive an additional annual fee in cash
of $10,000 ($25,000 for the Chairman of the Audit Committee). The chairperson of each other committee of the
Board receive an additional annual fee in cash of $12,500. The Chairman of the Board receive an additional retainer
of $150,000, payable quarterly in restricted stock units which vest in three years.
B. Attendance Fees
Non-Employee Directors do not receive fees for attendance at meetings.
C. Equity grant
In 2010, each Non-Employee Director received an annual equity grant (made at the same time as the annual
grant is made to Company employees) under our LTIP with a value of $125,000. The equity grant was delivered
50% in restricted stock units and 50% in stock options. The number of restricted stock units is determined by
dividing the value by the average of the high and low Share price on the date of grant. The number of options is
determined by dividing the value by the average of the high and low Share price on the date of grant (also the
exercise price) and multiplying by two and one half. The options are fully vested and exercisable upon grant and are
scheduled to expire eight years after the grant date. The restricted stock units awarded pursuant to the annual grant
generally vest upon the earlier of (i) the third anniversary of the grant date and (ii) the date such person ceases to be a
Director of the Company.
D. Starwood Preferred Guest Program Points and Rooms
In 2010, each Director received an annual grant of 750,000 Starwood Preferred Guest (“SPG”) Points to
encourage them to visit and personally evaluate our properties.
E. Other Compensation
The Company reimburses Non-Employee Directors for travel expenses, other out-of-pocket costs they incur
when attending meetings and, for one meeting per year, expenses related to attendance by spouses.
We have summarized the compensation paid by the Company to our Non-Employee Directors in 2010 in the
table below.
Name of Director(1)
Fees earned
or Paid in Cash
($)
Stock
Awards (2) (3)
($)
Option
Awards (4)
($)
All Other
compensation (5)
($)
Total
($)
Adam M. Aron ............ 22,500 142,571 55,853 11,250 232,174
Charlene Barshefsky........ 47,898 102,469 55,853 14,582 220,802
Thomas E. Clarke.......... 50,000 102,469 55,853 11,250 219,572
Clayton C. Daley, Jr. ....... 59,478 102,469 55,853 12,335 230,135
Bruce W. Duncan .......... — 292,623 55,853 21,960 370,436
Lizanne Galbreath ......... 4,602 142,571 55,853 14,908 217,934
Eric Hippeau ............. — 142,571 55,853 20,672 219,096
Stephen R. Quazzo ......... 12,500 142,571 55,853 11,250 222,174
Thomas O. Ryder .......... 9,203 142,571 55,853 18,302 225,929
Kneeland C. Youngblood .... 50,000 102,469 55,853 11,250 219,572
(1) Mr. van Paasschen is not included in this table because he was an employee of the Company and thus received
no compensation for his services as a Director. Mr. van Paasschen’s 2010 compensation from the Company is
disclosed in the Summary Compensation Table on page 34.
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