Big Lots 2015 Annual Report Download - page 28

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DIRECTOR COMPENSATION
Under the Big Lots, Inc. Non-Employee Director Compensation Package established by the Board,
each non-employee director is compensated for Board and committee participation in the form of
retainers and fees and a restricted stock award.
Retainers and Fees
During fiscal 2015, Messrs. Berger, Chambers, Hayes, Mallott, Solt, Tener, Tishkoff, and Msrs.
Gottschalk, Jamison, Reardon, Schoppert and Brenda J. Lauderback qualified as non-employee
directors and, as a result, received compensation for their Board service. Due to our employment of
Mr. Campisi as CEO in fiscal 2015, he did not qualify as a non-employee director and he did not
receive compensation for his service as a director. The compensation received by Mr. Campisi as an
employee is shown in the Summary Compensation Table included in this Proxy Statement.
We pay our non-employee directors retainers and fees on a quarterly basis. Except for Messrs. Hayes,
Tener and Tishkoff and Ms. Lauderback, each of whom did not stand for reelection at our 2015 Annual
Meeting of Shareholders and received a pro rata portion of the annual retainers for fiscal 2015, the
retainers and fees we paid to non-employee directors for fiscal 2015 consisted of: (1) an annual
retainer of $80,000 for each non-employee director other than the nonexecutive chair; (2) an annual
retainer of $170,000 for the nonexecutive chair; (3) an annual retainer of $30,000 for the Audit
Committee chair; (4) an annual retainer of $20,000 for the chairs of the Compensation Committee and
the Nominating / Corporate Governance Committee; (5) an annual retainer of $15,000 for each Audit
Committee member; (6) an annual retainer of $10,000 for each Compensation Committee member and
each Nominating / Corporate Governance Committee member; (7) donations by us in an aggregate
annual amount up to $15,000 to charitable organizations nominated by the non-employee director;
(8) matching charitable donations by us in an aggregate annual amount up to $15,000 to charitable
organizations to which the non-employee director makes contributions; and (9) the payment of $750 for
each telephonic Board or committee meeting attended by the non-employee director in a fiscal quarter
after the first telephonic meeting held by the Board or committee during such quarter.
Restricted Stock
Except for Messrs. Hayes, Tener and Tishkoff and Ms. Lauderback, our non-employee directors also
received a restricted stock award in fiscal 2015 having a grant date fair value equal to approximately
$110,000 (2,388 common shares). The fiscal 2015 restricted stock awards were made in June 2015
under the Big Lots 2012 Long-Term Incentive Plan (“2012 LTIP”). The restricted stock awarded to the
non-employee directors in fiscal 2015 will vest on the earlier of (1) the trading day immediately
preceding the Annual Meeting or (2) the non-employee director’s death or disability (as that term is
defined in the 2012 LTIP). However, the restricted stock will not vest if the non-employee director
ceases to serve on the Board before either vesting event occurs.
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