Rayovac 2008 Annual Report Download - page 119

Table of Contents
Index to Financial Statements
Effective as of November 4, 2008, directors began to receive an annual cash retainer of $100,000. The chair of the Audit Committee receives an additional
annual retainer of $10,000 and the chair of the Nominating and Corporate Governance Committee and the chair of the Compensation Committee receive an
additional annual retainer of $5,000. The non-employee chairman of the board receives an additional annual retainer of $70,000. Meeting attendance fees were
unchanged.
Each fiscal year, all directors other than the non-employee chairman of the Board of Directors receives a stock grant equal to the lesser of 8,000 shares or that
number of shares with a value at grant of $70,000 and the non-employee chairman of the Board of Directors received an annual stock grant equal to the lesser of
10,000 shares or that number of shares with a value at grant of $85,000. The shares vest one-third per year on the first three anniversary dates of the grant.
Directors who are employees of the Company receive no additional compensation for their services as directors of the Company. Our current Board of Directors
compensation plan does not provide for stock option awards, non-equity incentive plan compensation, pension or nonqualified deferred compensation. The table
set forth below, together with its footnotes, provides information regarding compensation paid to the Company’s Directors for Fiscal 2008.
Director Compensation Table
Name
Fees Earned
Paid in Cash
in FY 2008
Stock
Awards ($)
in FY 2008(1)
Total
Compensation
John D. Bowlin $ 162,750 $ 65,159 $ 227,909
Charles A. Brizius(2)(3) $ 54,000 $ 2,511 $ 56,511
William P. Carmichael $ 105,250 $ 61,355 $ 166,605
John S. Lupo $ 90,750 $ 61,355 $ 152,105
Scott A. Schoen(2)(3) $ 54,000 $ 2,511 $ 56,511
Thomas R. Shepherd $ 102,250 $ 71,197 $ 173,447
Barbara S. Thomas $ 95,000 $ 61,355 $ 156,355
(1) This column reflects the dollar amount recognized for financial statement reporting purposes for Fiscal 2008 in accordance with FAS 123R. See
Note 2(w), Stock Compensation, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional
information as to the assumptions used in the valuation of these awards.
(2) Fees earned by Mr. Brizius and Mr. Schoen are paid directly to Thomas H. Lee Equity Partners IV, LLC.
(3) Restricted shares reflected for each of Mr. Brizius and Mr. Schoen are granted directly to such directors, however upon vesting, Mr. Schoen and
Mr. Brizius transfer these shares to Thomas H. Lee Equity Partners IV, LLC.
(4) Mr. Schoen and Mr. Brizius resigned from the Board on May 28, 2008.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors is comprised of William P. Carmichael, John S. Lupo and Thomas R. Shepherd. No member of
our Compensation Committee is currently or has been, at any time since our formation, one of our officers or employees. None of our executive officers serves a
member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors
or Compensation Committee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Beneficial ownership is determined in accordance with the rules of the SEC. Determinations as to the identity of 5% Shareholders is based upon filings
with the SEC and other publicly available information. Except as otherwise indicated, we believe, based on the information furnished or otherwise available to
us, that each
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008