Time Warner Cable 2015 Annual Report Download - page 67

DIRECTOR COMPENSATION FOR 2014
Fees
Earned or
Paid
in Cash(1)
Stock
Awards(2)
Option
Awards
Non-Equity
Incentive
Plan
Compensation
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
All
Other
Compensation(3) Total
Carole Black .......... $120,000 $151,547 $— $— $— $ 500 $272,047
Glenn A. Britt(4) ........ 43,631 151,547 — — — 97,476 292,654
Thomas H. Castro ...... 112,500 151,547 — — — 500 264,547
David C. Chang ........ 105,000 151,547 — — — 500 257,047
James E. Copeland, Jr. . . . 112,500 151,547 — — — 984 265,031
Peter R. Haje .......... 120,000 151,547 — — — 500 272,047
Donna A. James ........ 120,000 151,547 — — — 500 272,047
Don Logan ............ 105,000 151,547 — — — 500 257,047
N.J. Nicholas, Jr. ....... 142,500 151,547 — — — 500 294,547
Wayne H. Pace ........ 120,000 151,547 — — — 2,667 274,214
Edward D. Shirley ...... 112,500 151,547 — — — 1,559 265,606
John E. Sununu ........ 120,000 151,547 — — — 500 272,047
(1) Amounts earned by each non-employee director in 2014 represent (a) an annual cash retainer of $90,000; (b) an annual
additional payment of $15,000 for each member of the Audit Committee and the Compensation Committee, with
$30,000 to each Committee chair and $7,500 for each member of the Nominating and Governance Committee, Finance
Committee and Marketing and Customer Care Committee, with $15,000 to each Committee chair; and (c) a cash
payment of $30,000 for the lead director. Mr. Britt’s payment was prorated for service prior to his death in June 2014.
Messrs. Haje and Nicholas elected to defer all or a portion of their cash retainer under the Directors’ Deferred
Compensation Program for 2014 and received awards of deferred stock units (in July 2014 and January 2015) covering,
in the aggregate, 408 and 970 shares of Common Stock, respectively. The value of these deferred stock units is included
in this column. These deferrals and the related deferred stock units are not reflected in a separate column in the table. The
number of deferred stock units credited to the non-employee directors on December 31, 2014 was: Dr. Chang—6,832;
Mr. Copeland—6,126; Mr. Haje—7,737; Mr. Nicholas—7,086; and Mr. Pace—4,316.
(2) The amounts set forth in the Stock Awards column represent the value of the award to each non-employee director of
RSUs with respect to 1,120 shares of Common Stock, as computed in accordance with FASB ASC Topic 718. The
amounts were calculated based on the grant date fair value per share of $135.31, which was the closing sale price of the
Common Stock on the date of grant (February 12, 2014). On December 31, 2014, each non-employee director held the
following number of RSUs: 18,769 RSUs for each of Ms. Black and Messrs. Copeland, Haje, Logan and Nicholas;
16,555 RSUs for Dr. Chang; 17,850 RSUs for Mr. Castro; 14,646 RSUs for Mr. Pace; and 12,273 RSUs for Ms. James,
Mr. Shirley and Senator Sununu.
(3) Reflects (a) the Company’s commitment to make a charitable contribution of $500 on behalf of each serving director in
memory of Mr. Britt and (b) reimbursement for estimated taxes incurred by each of Messrs. Copeland ($484), Pace
($2,167) and Shirley ($1,059) as a result of his spouse accompanying him to a Company-sponsored event.
(4) Reflects (a) a prorated portion of Mr. Britt’s cash retainer through the date of his death and (b) the incremental cost to the
Company of part-time secretarial services and limited personal transportation services provided to Mr. Britt and his
spouse pursuant to the retirement provisions of his employment agreement with the Company.
Compensation Committee Interlocks and Insider Participation
Mr. Haje, a member of the Compensation Committee, served as Executive Vice President and General
Counsel of TWE from June 1992 until 1999.
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