Circuit City 2005 Annual Report Download - page 36

Compensation of Directors
The Company’s policy is not to pay compensation to Directors who are also employees of the Company. Each
non-employee Director is currently paid a fee of $25,000 per year and $2,000 for each meeting of the Board of
Directors and each committee meeting in which the Director participates. In addition, the Chairman of the Audit
Committee of the Board of Directors receives an additional $5,000 per year. The non-employee Directors of the
Company also are each entitled to receive, annually, an option to purchase 2,000 shares of Common Stock pursuant to
the Company’s 1995 Stock Option Plan for Non-Employee Directors. The options to purchase 2,000 shares of
Common Stock pursuant to this plan for 2005 were received by each of the non-employee Directors in early 2006 as a
result of the postponement of the Annual Meeting of Shareholders until the end of December 2005.
The Company plans to increase the compensation paid to non-employee directors effective on the date following
the 2006 Annual Stockholders’ Meeting. Each non-employee director will then receive annual compensation as
follows: $50,000 per year as base compensation, $5,000 per year per Board committee membership, $10,000 per year
additional compensation paid to each committee chair, and an annual Company stock grant equal to $25,000. The
shares will be restricted from sale for two years. In addition the Company plans to make each non-employee director a
one-time stock option grant of 5,000 shares of Company stock. The restricted stock and stock option grants will be
subject to stockholder approval of the Company’s 2006 Stock Plan for Non-Employee Directors at the 2006 Annual
Stockholders’ Meeting.
Compensation Committee Interlocks and Insider Participation
The members of the Company’s Compensation Committee for fiscal 2005 were Robert Leeds, Robert D.
Rosenthal and Stacy S. Dick. Other than Robert Leeds, no member of the Compensation Committee is employed by the
Company. No Director of the Company served during the last completed fiscal year as an executive officer of any
entity whose compensation committee (or other comparable committee, or the Board, as appropriate) included an
executive officer of the Company. There are no “interlocks” as defined by the Securities and Exchange Commission.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table provides certain information regarding the beneficial ownership
(1)
of the Company’s
Common Stock as of July 31, 2006 by (i) each of the Company’s Directors and officers listed in the summary
compensation table, (ii) all current Directors and executive officers as a group and (iii) each person known to the
Company to be the beneficial owner of 5% or more of any class of the Company’s voting securities.
Plan category warrants and rights rights reflected in column (a))
Equity compensation plans
approved by security
holders
3,657,419
$2.80
3,785,322
Equity compensation plans
not
approved by security
holders - - -
Total 3,657,419 $2.80 3,785,322
Directors and Executive Officers
Amount and Nature of
Beneficial Ownership (a)
Percent of Class
Richard Leeds
(2) (11)
10,234,087
29.4%
Bruce Leeds
(3) (11)
15,050,947
43.2%
Robert Leeds
(4) (11)
15,050,947
43.2%
Gilbert Fiorentino
(5)
481,668
1.4%