Starwood 2011 Annual Report Download - page 58
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Please find page 58 of the 2011 Starwood annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
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Non-Employee Directors serving as members of the Audit Committee receive an additional annual fee
payable in cash of $10,000 ($25,000 for the Chairman of the Audit Committee). The chairperson of each other
committee of the Board receives an additional annual fee payable in cash of $12,500. The Chairman of the Board
receives an additional fee 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 2011, 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 award value by the fair market value of the Company’s stock on the date of grant (fair market value
is calculated as the average of the high and low share price on such date). The number of options is determined
by dividing the award value by the fair market value of the Company’s stock on the date of grant (fair market
value is calculated as the average of the high and low share price on such date) and multiplying by two and one
half, which we believe historically approximates the number of options determined through formal lattice model
option valuation. 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 2011, each Non-Employee 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.
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