Office Depot 2011 Annual Report Download - page 81

(6) Following his appointment as Interim Chair and CEO, Mr. Austrian stepped down as Lead Director and his
service on all committees of the Board requiring director independence was suspended; however, he
continued to serve as a Director and a member of the Finance Committee. Mr. Austrian did not receive the
cash compensation portion of the company’s annual retainer fee for Directors for the period he served as
Interim Chair and CEO; however, he was eligible to participate in the equity portion of the 2011 annual
retainer fee in May 2011. Since Mr. Austrian’s annual equity grant for 2011 vested immediately upon its
grant on May 3, 2011 following his re-election to the Board, he received the full amount of his 2011 equity
compensation grant rather than a pro rata portion. Following his appointment as the Chair and CEO on
May 23, 2011, Mr. Austrian continues to serve as a Director but has not served as a member of any
committee. Mr. Austrian has not received any cash or equity compensation for his service as a Director
since his appointment as Chair and CEO on May 23, 2011. The compensation received by Mr. Austrian as
an NEO of the company is shown in the Summary Compensation Table and the Other Compensation Table
for Fiscal Year 2011.
(7) Mssrs. Bernauer, Ault and Fuente are no longer Directors of the company. Mr. Bernauer and Mr. Ault each
served through to the 2011 Annual Meeting on April 21, 2011 and did not seek re-election to the Board for
the following year. Mr. Fuente resigned from the Board effective July 20, 2011.
(8) “All Other Compensation” includes the incremental cost to the company of charitable matching
contributions made by the company on behalf of the Directors in the amount of $30,000 each for
Mr. Bernauer and Ms. Hart, $4,000 for Ms. Evans, and $20,000 for Mr. Hedrick.
(9) “All Other Compensation” also includes for Mr. Fuente the cost of participating in our Executive Medical
Plan ($57,690). Mr. Fuente is entitled to these benefits pursuant to the residual terms of the employment
agreement that the company had with Mr. Fuente when he was the CEO of Office Depot. Mr. Fuente served
as CEO of Office Depot from 1987 to 2000.
Equity Compensation Paid to Directors for Fiscal Year 2011
(a) (b) (c) (d) (e) (f) (g)
Directors Grant Date
Option
Awards
(1)
Grant Date
Fair Value
of Option
Awards Stock Awards
(1)
Grant Date
Fair Value
of Stock
Awards
Total Value
of Equity
Awards
for 2011
Neil Austrian (2) .................... 5/3/11 — — 29,274 $125,000 $125,000
Thomas Colligan ................... 5/3/11 — — 35,129 $150,000 $150,000
Marsha Evans ..................... 5/3/11 — — 33,958 $145,000 $145,000
David Fuente ...................... 5/3/11 — — 32,787 $140,000 $140,000
Brenda Gaines ..................... 5/3/11 — — 29,274 $125,000 $125,000
Myra Hart ........................ 5/3/11 — — 29,274 $125,000 $125,000
Scott Hedrick ..................... 5/3/11 — — 37,471 $160,000 $160,000
Kathleen Mason ................... 5/3/11 — — 29,274 $125,000 $125,000
(1) Amounts are determined using the fair market value of the company’s common stock on the grant date. See
footnote 2 in the previous “Director Compensation Table for Fiscal Year 2011” for additional information.
(2) In addition to the equity awards reflected in this table which he received in his capacity as a director,
Mr. Austrian also received equity awards in 2011 when he was appointed as Chair and CEO, which are
included in the “Grants of Plan-Based Awards in Fiscal Year 2011” Table.
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