Staples 2012 Annual Report Download - page 29

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20
Served as a
Director
Since
Paul F. Walsh, age 63
Served as Chairman and Chief Executive Officer of eFunds
Corporation, a transaction processing and risk management
company, from September 2002 until eFunds was acquired
by Fidelity National Information Services in
September 2007. Mr. Walsh also has been the owner and
Chief Executive Officer of PFW Management, LLC, a
consulting company, since February 2008. PFW
Management, LLC does business as Calera FinTech
Advisors and targets investments in the financial services and
business services industry in concert with Calera Capital.
Among many qualifications, Mr. Walsh brings to the Board
extensive knowledge relating to risk oversight and
management, compliance and regulatory matters. In
addition, Mr. Walsh's executive level management brings
valuable experience in process excellence, capital markets
and corporate finance.
1990
Unless contrary instructions are provided, the persons named as proxies will, upon receipt of a properly executed proxy,
vote for the election of Basil L. Anderson, Arthur M. Blank, Drew G. Faust, Justin King, Carol Meyrowitz, Rowland T. Moriarty,
Robert C. Nakasone, Ronald L. Sargent, Elizabeth A. Smith, Robert E. Sulentic, Raul Vazquez, Vijay Vishwanath and Paul F.
Walsh as directors for a term expiring at our 2014 Annual Meeting. Proxies cannot be voted for a greater number of persons than
the number of nominees named. Twelve of thirteen nominees are currently members of our Board. All of the nominees have
indicated their willingness to serve if elected, but if any should be unable or unwilling to stand for election, proxies may be voted
for a substitute nominee designated by our Board.
OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES
AS DIRECTORS.
DIRECTOR COMPENSATION
The Compensation Committee is responsible for reviewing and making recommendations to our Board with respect to the
compensation paid to our non-employee directors ("Outside Directors"). Our Outside Directors are predominantly compensated
through equity awards, reflecting the Compensation Committee's philosophy that director pay should be aligned with the interests
of our stockholders. In addition, the Outside Directors receive a cash retainer.
It is the Compensation Committee's goal to maintain a level of Outside Director compensation at the median of companies
both within our peer group as well as similarly-sized companies in our general industry. The Compensation Committee annually
reviews an extensive analysis of marketplace practices for Outside Director pay conducted by management and reviewed by the
Compensation Committee's independent advisor. Consistent with our equity program for associates, the Outside Director
compensation program also reflects a value-based approach to equity grants in which the amount of the awards made to Outside
Directors is based on a fixed value rather than a fixed number of shares.
Each Outside Director receives a quarterly cash payment of $18,750 and is reimbursed for reasonable expenses incurred in
attending meetings of our Board. The chairperson of the Audit Committee receives an additional quarterly cash payment of $3,750.
In addition, each Outside Director receives an annual grant of shares of restricted stock equal to $175,000. The shares of restricted
stock for the annual grant vest after one year and may be sold upon vesting. New Outside Directors receive a one-time initial
grant of shares of restricted stock equal to $150,000, which vests after three years. All Outside Directors are subject to a stock
ownership guideline of five times the annual Board cash retainer and have five years after joining the Board to meet such ownership
guideline.
During fiscal year 2012, on the second business day following the first regularly scheduled Board meeting, each of our
Outside Directors received their annual restricted stock grant. In addition, on the same day the annual grant was awarded, (a) the
Lead Director was granted restricted stock units with a value of $40,000, (b) each chairperson of the Audit Committee,