Time Warner Cable 2015 Annual Report Download - page 66

• an annual equity award of vested, full value stock units, in the form of RSUs, valued at $150,000
representing the Company’s unsecured obligation to deliver the designated number of shares of
Common Stock, generally after the Director ceases his or her service as a director for any reason other
than cause; and
• an additional annual cash retainer for service on the Board’s committees or as lead director, in each case
prorated for service for any partial year.
The directors are entitled to receive dividend equivalents on the RSUs, if any dividends are paid on the
Common Stock. In 2014, each non-employee director received 1,120 RSUs under the Stock Plan. Directors who
have served on the Board for at least three years are eligible to elect to receive the distribution of Common Stock
underlying 50% of any future RSU award on the earlier of (a) the third anniversary of the award date or (b) after
the director ceases to serve as a director for any reason other than cause.
The following additional annual cash retainers were paid in 2014 for service on the Board’s committees:
(i) $15,000 per year for each member of the Audit Committee and Compensation Committee, with $30,000 for
each chair and (ii) $7,500 per year for each member of the Nominating and Governance Committee, Finance
Committee and Marketing and Customer Care Committee, with $15,000 for each chair. The lead director
received an additional annual cash retainer of $30,000. No additional compensation is paid for attendance at
meetings of the Board of Directors or a Board committee.
In general, for non-employee directors who join the Board after the date on which the annual equity award
to directors has been made, the Company’s policy is to make the stock unit grant on a prorated basis shortly after
election and to provide a prorated cash retainer consistent with the compensation package described above,
subject to limitations that may exist under the applicable equity plan.
Non-employee directors are reimbursed for out-of-pocket expenses (including the costs of travel, food and
lodging) incurred in connection with attending Board, committee and stockholder meetings. Travel to such
meetings may include the use of aircraft owned or leased by the Company if available and appropriate under the
circumstances. Directors are also reimbursed for reasonable expenses associated with other Company-related
business activities, including participation in director education programs.
The Company may also invite directors and their spouses to attend Company-related events. The Company
generally provides for, or reimburses expenses of, the spouses’ travel, food and lodging for attendance at these
events to which directors’ spouses and guests have been invited, which may result in a non-employee director
recognizing income for tax purposes. The Company reimburses the non-employee director for the estimated
taxes incurred in connection with any income recognized by the director as a result of the spouse’s attendance at
such events. In the year ended December 31, 2014, the aggregate incremental cost to the Company of these items
was less than $10,000 per director. In addition, for 2014, the Company made a $500 contribution in the name of
each director to The Glenn & Barbara Britt Scholarship Fund at Dartmouth College in honor of Glenn A. Britt,
the Company’s former Chairman and Chief Executive Officer, who passed away in June 2014.
Non-employee directors are given the opportunity to defer for future distribution payment of their cash
retainer. Deferred payments of director fees are recorded as deferred units of the Company’s Common Stock under
the Stock Plan (the “Directors’ Deferred Compensation Program”). Distributions of the account upon the selected
deferral date will be made in shares of the Company’s Common Stock. The directors are entitled to receive dividend
equivalents in cash on their deferred stock units if regular cash dividends are paid on the Common Stock.
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