Western Union 2015 Annual Report Download - page 44

26 | The Western Union Company
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
COMPENSATION OF DIRECTORS
(5) As of December 31, 2015, each individual who served as an outside director during 2015 had outstanding the following number of stock units
and options:
NAME STOCK UNITS OPTIONS
Martin I. Cole 1,682 9,208
Dinyar S. Devitre 36,668 149,196
Richard A. Goodman 23,199 36,814
Jack M. Greenberg 43,721 319,126(A)
Betsy D. Holden 59,848 53,980
Jeffrey A. Joerres 5,084 11,4 48
Linda Fayne Levinson 53,059 143,253
Roberto G. Mendoza 38,218 171,347
Michael A. Miles, Jr. 97,841 53,980
Robert W. Selander 13,787 26,818
Frances Fragos Townsend 15,362 39,833
Solomon D. Trujillo 15,826 56,152
(A) Includes 30,602 options received pursuant to a conversion of First Data Corporation option awards to Western Union option awards.
(6) Mr. Joerres was elected to the Board by the stockholders, and Mr. Devitre ceased serving as a director, at the 2015 Annual Meeting of
Stockholders on May 15, 2015. Mr. Cole was appointed to the Board effective July 16, 2015.
CASH COMPENSATION
In 2015, each outside director (other than our Non-Executive
Chairman) received the following cash compensation for
service on our Board and committees of our Board (prorated
for partial years of service):
• 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, and a
$10,000 committee member retainer fee for each other
member of each committee of our Board.
EQUITY COMPENSATION
The 2015 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 interests
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
$140,000 for service on our Board and committees of our
Board (prorated for incoming directors joining during the year).
COMPENSATION OF OUR NON-EXECUTIVE CHAIRMAN
In 2015, our Non-Executive Chairman received 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 $360,000.
Our Non-Executive Chairman has the option to receive his
annual retainer fee in the forms discussed above under
“—Equity Compensation.”