First Data 2012 Annual Report Download - page 143
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FDC Directors do not receive compensation. However, all of the Directors of FDC are also Directors of FDC’ s parent company,
Holdings. The Board of Directors of Holdings has approved an annual cash retainer for each non-employee director of Holdings, other
than Mr. Forehand, of $40,000 per year.
All Directors other than Mr. Forehand are eligible to defer up to $40,000 of their retainer in the First Data Holdings Inc. 2008
N
on-Employee Director Deferred Compensation Plan and each such Director elected to defer $40,000 of their retainer earned in 2012.
Deferrals in the Non-Employee Director Deferred Compensation Plan track the value of shares of Holdings and are payable to
participants only upon Separation of Service or Death.
(1) On November 8, 2012, James Fisher informed the Company, that he did not intend to run for re-election as a member of the
First Data Corporation Board of Directors. His term expired on December 31, 2012.
(2) Mr. Forehand received a non-executive Chairman Compensation package from Holdings consisting of $800,000 per year
payable in monthly installments and an annual bonus determined at the discretion of the Holdings Committee, with a target
amount of $800,000. Based on the 85% company performance factor in 2012, his 2012 bonus was $680,000.
R
eimbursements
Directors are reimbursed for their expenses incurred in attending Board, committee and shareholder meetings, including those
for travel, meals and lodging. Directors are also reimbursed for their expenses incurred in attending director education programs.
I
ndemnification
The Company’ s Certificate of Incorporation provides that the Company shall indemnify and hold harmless each director to the
fullest extent permitted or authorized by the General Corporation Law of the State of Delaware.
REPORT OF THE GOVERNANCE, COMPENSATION AND NOMINATIONS COMMITTEE
The Governance, Compensation and Nominations Committee of the Board of Directors has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and
discussions, the Governance, Compensation and Nominations Committee recommended to the Board that the Compensation
Discussion and Analysis be included in this Annual Report on Form 10-K.
GOVERNANCE, COMPENSATION AND NOMINATIONS COMMITTEE
Scott C. Nuttall (Chairperson)
Henry R. Kravis
Joe W. Forehand
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