Computer Associates 2006 Annual Report Download - page 90

Item 11. Executive Compensation.
Director Compensation
Only non-employee directors of the Company receive compensation for their services as such. Their compensation
is based on a “director service year” that lasts from annual meeting to annual meeting. Under the 2003
Compensation Plan for Non-Employee Directors, as amended (the “2003 Plan”), each non-employee director
receives an annual fee that is fixed by the Board and paid in the form of deferred stock units, except that up to 50% of
such fee may be paid in cash, if elected by the director in advance. Following termination of service, a director
receives shares of the Company’s common stock in an amount equal to the number of deferred stock units in his/her
deferred compensation account. The current annual fee to be paid to each non-employee director of the Company
under the 2003 Plan is $175,000 which was increased from $150,000 in August 2005. In addition, starting in August
2005, the Chairman of the Audit and Compliance Committee of the Board of Directors receives $25,000 and the
non-employee Chairmen of all other committees of the Board of Directors each receives $10,000 on an annual
basis. The 2003 Plan allows the Board of Directors to authorize the payment of additional fees to any eligible
director that chairs any committee of the Board of Directors or to an eligible director serving as the lead director.
In addition, to further the Company’s support for charities, non-employee directors are able to participate in the
Company’s Matching Gifts Program on the same terms as the Company’s employees. Under this program, the
Company will match, on a one-for-one basis, contributions by a director to a charity approved by the Company.
During fiscal year 2006, the amount that the Company matched per director was capped at an aggregate amount of
$25,000.
In recognition of Mr. Ranieri’s extraordinary service to the Company during fiscal year 2005, on the
recommendation of the Corporate Governance Committee, the Board (with Mr. Ranieri abstaining) determined
that Mr. Ranieri should receive additional director fees for fiscal year 2005. The total fees paid to Mr. Ranieri for
fiscal year 2005 were $272,500, which fees were comprised of the regular quarterly fees paid to Mr. Ranieri under
the 2003 Plan for his services during the first three quarters of fiscal year 2005 and approximately $160,000 that had
been paid to Mr. Ranieri in the form of making the Company’s aircraft available to him for his use on non-Company
business and personal matters during fiscal year 2005. The Company determined the value of the aircraft use to
Mr. Ranieri based on the incremental cost of such use to the Company plus additional charges comparable to first-
class airfare for family members of Mr. Ranieri who accompanied him on several flights. As such, Mr. Ranieri
elected not to accept director fees for his service on the Board during the fourth quarter of the 2005 fiscal year (the
quarterly fee of $37,500 payable under the 2003 Plan) or during fiscal year 2006 (the annual fee of $175,000,
increased from $150,000 in August 2005, under the 2003 Plan).
Since Mr. Cron’s employment with the Company terminated at the end of fiscal year 2005, the Company continued
to provide him with administrative services and security services for his personal residence, at estimated costs not
exceeding $30,000 and $5,000, respectively, through August 2005.
The Company also provides directors with, and pays premiums for, director and officer liability insurance and
reimburses directors for reasonable travel expenses.
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