Staples 2013 Annual Report Download - page 30

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and (b) each chairperson of the Audit Committee, Compensation Committee and Nominating and Corporate Governance
Committee was granted restricted stock units with a value of $32,000. The chairperson of the Finance Committee was granted
restricted stock units with a value of $8,000 on the day of the annual grant, and an additional prorated grant with a value of $4,000
in September 2013 after approval by the Compensation Committee to increase compensation to the Finance Committee chairperson
based on additional responsibilities. In each case, the restricted stock units vest on the date of each of the four regularly scheduled
quarterly Board meetings that such Independent Lead Director or chairperson holds such position and are paid in shares on the
one year anniversary of the award. The number of shares of restricted stock or restricted stock units to be granted is determined
by dividing the fixed value by the closing price of our common stock on the date of grant. Upon a change-in-control of Staples
or upon a director leaving our Board after reaching the age of 72, all of such director's outstanding restricted stock would fully
vest and the restricted stock units would fully vest and be paid out.
The table below sets forth certain information concerning our 2013 fiscal year compensation of our Outside Directors.
DIRECTOR COMPENSATION FOR 2013 FISCAL YEAR
Name*
Fees earned or
paid in cash
($)
Stock
Awards
($) (1)(2)
All Other
Compensation
($)
Total
($)
Basil L. Anderson 75,000 175,003 — 250,003
Arthur M. Blank 75,000 215,006 (3) — 290,006
Drew G. Faust 75,000 175,003 — 250,003
Justin King 75,000 175,003 20,737 (4) 270,740
Carol Meyrowitz 75,000 175,003 — 250,003
Rowland T. Moriarty 75,000 187,011 — 262,011
Robert C. Nakasone 75,000 195,008 — 270,008
Elizabeth A. Smith (5) 75,000 175,003 — 250,003
Robert E. Sulentic 90,000 207,005 — 297,005
Raul Vazquez 37,500 237,509 275,009
Vijay Vishwanath 75,000 207,005 — 282,005
Paul F. Walsh 75,000 207,005 — 282,005
______________________________________________________________________
*Excludes Mr. Sargent, our CEO, who does not receive compensation for his services as director and whose compensation as a named executive
officer is reported in the Summary Compensation Table included in this proxy statement.
(1) The amounts shown in the Stock Awards column represent the aggregate grant date fair value of awards computed in accordance with
Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 for awards granted during
our 2013 fiscal year, not the actual amounts paid to or realized by our Outside Directors during our 2013 fiscal year.
(2) The aggregate fair value of these awards is based on the market price of our common stock on the date of grant. Fractional shares are
rounded up to the nearest whole share. Awards made during 2013 represent:
• Annual grant of shares of restricted stock to each director, other than Mr. Vazquez, with a grant date fair value of $175,003;
• For Mr. Vazquez, initial grant of restricted stock units upon election as a director with a grant date fair value of $150,001
and pro rated annual grant for a half year of Board service;
• For Mr. Blank, our Independent Lead Director until August 2013, restricted stock units with a grant date fair value of $40,003;
• For Mr. Nakasone, our Independent Lead Director beginning in August 2013, restricted stock units with a grant date fair
value of $20,005;
• For Messrs. Sulentic, Vishwanath and Walsh, chair of our Audit Committee, chair of our Nominating and Corporate
Governance Committee and chair of our Compensation Committee, respectively, for fiscal year 2013, restricted stock units
with a grant date fair value of $32,002 each; and
• For Mr. Moriarty, chair of our Finance Committee for fiscal year 2013, restricted stock units with a grant date fair value of
$12,008.
(3) Mr. Blank retired from our Board of Directors on December 31, 2013. Upon his departure, all of the shares relating to his his annual
grant of restricted stock and half of the shares relating to his Independent Lead Director grant were forfeited.
(4) Amounts listed in the All Other Compensation column includes payments made to Mr. King in connection with correcting tax filing
deficiencies due to Staples' inadvertent failure to withhold U.S. and Massachusetts taxes as required due to Mr. King's status as a
foreign citizen in tax years 2007-2011. Reimbursements to Mr. King include (i) interest and penalties imposed by U.S. and Massachusetts
tax authorities for late payment, and (ii) taxes owed with respect to the reimbursements. The amounts are pending final resolution
with U.S. tax authorities.
(5) In March 2014, Ms. Smith notified the Board that, due to personal commitments, she would not stand for re-election to the Board.