Western Union 2013 Annual Report Download - page 44

Compensation of Directors PROXY STATEMENT
The Western Union Company – Proxy Statement | 26
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
(5) As of December 31, 2013, each individual who served as an outside director during 2013 had outstanding the
following number of stock units and options:
Name Stock Units Options
Jack M. Greenberg 23,555 396,079(A)
Dinyar S. Devitre 21,365 149,196
Richard A. Goodman 11,948 20,441
Betsy D. Holden 44,545 53,980
Linda Fayne Levinson 37,756 143,253
Roberto G. Mendoza 30,566 135,636
Michael A. Miles, Jr. 71,216 53,980
Wulf von Schimmelmann 32,785 26,789
Frances Fragos Townsend 1,282 5,503
Solomon D. Trujillo 8,174 20,441
(A) Includes 138,701 options received pursuant to a conversion of First Data option awards to Western Union
option awards.
(6) Ms. Fragos Townsend was appointed to the Board, effective August 27, 2013. Ms. Fragos Townsend’s 2013 director
compensation was prorated based on her period of service as a non-employee director during 2013.
Cash Compensation
In 2013, each outside director (other than our Non-Executive
Chairman) received the following cash compensation for
service on our Board and committees of our Board:
• an annual Board retainer fee of $85,000; and
• an annual committee chair retainer fee of $25,000
for the chairperson of each of the Audit Committee,
the Compensation Committee, and the Corporate
Governance and Public Policy Committee of our Board,
and a $10,000 committee member retainer fee for each
other member of the Audit Committee of our Board.
Equity Compensation
The 2013 outside director equity awards were granted
pursuant to our 2006 Non-Employee Director Equity
Compensation Plan and the Long-Term Incentive Plan. All
director equity awards will be settled in shares of Common
Stock. The purpose of these awards is to advance
the interest of Western Union and its stockholders by
encouraging increased stock ownership by our outside
directors and by helping the Company attract, motivate,
and retain highly qualified outside directors.
Each outside director, except for our non-United States
resident director, has the option of electing to receive
such director’s annual retainer fees described above in
the form of (a) all cash, (b) a combination of cash, fully
vested stock options, and fully vested stock units, (c) all
fully vested stock options, (d) all fully vested stock units,
(e) a combination of 75% fully vested stock options and
25% fully vested stock units, (f) a combination of 50%
fully vested stock options and 50% fully vested stock units,
or (g) a combination of 75% fully vested stock units and
25% fully vested stock options. Each outside director may
also elect to receive such director’s annual equity grant
in the form of any of the above alternatives, other than
alternatives that include cash.
Each outside director (other than our Non-Executive
Chairman) is eligible to receive an annual equity grant
with a value of $130,000 for service on our Board and
committees of our Board.
Compensation of Our Non-Executive Chairman
Our Non-Executive Chairman receives the following
compensation in lieu of the compensation described above
for our other outside directors:
• an annual retainer fee of $125,000; and
• an annual equity grant with a value of $350,000.