Western Union 2014 Annual Report Download - page 45

Compensation of Directors PROXY STATEMENT
27 | The Western Union Company – Proxy Statement
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
(5) As of December 31, 2014, each individual who served as an outside director during 2014 had outstanding the
following number of stock units and options:
Name Stock Units Options
Jack M. Greenberg 34,466 422,596(A)
Dinyar S. Devitre 29,470 149,196
Richard A. Goodman 16,001 36,814
Betsy D. Holden 52,650 53,980
Linda Fayne Levinson 45,861 143,253
Roberto G. Mendoza 34,619 152,009
Michael A. Miles, Jr. 85,244 53,980
Wulf von Schimmelmann 40,890 26,789
Robert W. Selander 3,967 7,480
Frances Fragos Townsend 5,335 21,876
Solomon D. Trujillo 12,227 36,814
(A) Includes 121,137 options received pursuant to a conversion of First Data option awards to Western Union
option awards.
(6) Mr. Selander was appointed to the Board, effective July 17, 2014. Mr. von Schimmelmann ceased serving as a
director at the 2014 Annual Meeting of Stockholders.
Cash Compensation
In 2014, 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 committee of the Board (other
than Mr. Greenberg, who did not receive a committee
chair retainer fee for his service as Compliance
Committee Chair from January to May 2014; Ms. Fragos
Townsend received a prorated annual committee chair
retainer fee for her service as Compliance Committee
Chair for the remainder of 2014), and a $10,000
committee member retainer fee for each other member
of the Audit Committee of our Board.
Equity Compensation
The 2014 outside director equity awards were granted
pursuant to our 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 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.