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Table of Contents
DIRECTOR COMPENSATION
General Description of Director Compensation
Each of our non-employee directors receives compensation for serving on our board of directors. Annual cash compensation is comprised of an annual
retainer and fees for each meeting attended based on the following schedule:
Meeting Attendance
In-person Board Meeting
$ 1,500
Telephonic Board Meeting
1,000
Committee Meeting
1,000
Retainers
All non-employee directors
60,000
Additional Retainers
Co-Chairmen
125,000
Audit Committee Chair
20,000
Compensation Committee Chair
15,000
Nominating and Governance Committee Chair
10,000
In addition to the amounts set forth in the table above, each non-employee director annually is entitled to equity compensation consisting of an annual grant
of a restricted stock award under our 2014 Equity Incentive Plan.
For fiscal 2015 each non-employee director was granted a restricted stock award having a fair value at the time of grant equal to $125,000, subject to one-
year vesting. Equity grants for non-employee directors who joined our board of directors during fiscal 2015 were made on a pro-rata basis.
For fiscal 2016 , each non-employee director is entitled to a restricted stock award having a fair value at the time of grant equal to $125,000, subject to one-
year vesting. These annual non-employee director grants will be made at the conclusion of the 2016 annual meeting of stockholders if the director is then a member
of our board of directors.
The following table sets forth the amount of compensation we paid to each of our non-employee directors for fiscal 2015 for serving on our board of
directors:
Name
Fees Earned or
Paid in Cash
($)
Stock Awards
($) (1)
Total
($)
Robert Bensoussan 72,500
125,257
197,757
Michael Casey 191,750
125,257
317,007
Steven J. Collins
76,000
125,710
201,710
RoAnn Costin 74,000
125,257
199,257
William H. Glenn 71,000
125,257
196,257
Kathryn Henry (2)
—
—
—
Martha A.M. Morfitt 92,000
125,257
217,257
David M. Mussafer
183,500
125,710
309,210
Rhoda M. Pitcher 92,000
125,257
217,257
Thomas G. Stemberg (3) 97,334
168,206
265,540
Emily White 74,000
125,257
199,257
_________
(1) The amounts in this column represent the expense we recognized in fiscal 2015 in accordance with FASB ASC Topic 718. See the notes to our financial
statements contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 for a discussion of all assumptions made by us in
determining the FASB ASC Topic 718 values of our equity awards.
(2) Ms. Henry was appointed as a director in January 2016 and was granted a pro-rated restricted stock award in February 2016.
(3) Mr. Stemberg passed away in October 2015 and the Compensation Committee approved the accelerated vesting of his fiscal 2015 restricted stock award.
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