Starwood 2012 Annual Report Download - page 70

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement64
EXECUTIVE COMPENSATION
Change in Control
The following table discloses the amounts that would have become payable on account of an involuntary termination without cause
following a change in control or a voluntary termination with good reason following a change in control.
Name
Severance
Pay
($)
Medical
Benefi ts
($)
Vesting of
Restricted
Stock
($)(1)
Vesting
ofStock
Options
($)(2)
Outplacement
($)
401(k)
Payment
($)
Tax
Gross-Up
($) Total ($)
van Paasschen(3) 12,500,000 34,009 15,254,777 13,544,539 — — — 41,333,325
Prabhu 3,755,938 32,807 8,232,881 3,702,101 153,357 — — 15,877,084
Rivera 3,619,750 29,971 3,827,002 3,247,558 144,400 — — 10,868,681
Siegel 3,191,932 31,067 2,356,234 1,424,755 127,698 — — 7,131,686
Turner 3,663,535 31,610 3,954,972 7,659,459 153,357 — — 15,462,933
Avril 20,000 16,082 5,920,986 4,155,867 — — — 10,112,935
(1) Includes values for holdings of restricted stock and restricted stock units. Includes vested but deferred restricted stock units in accordance with the Executive Plan.
(2) Includes vested stock options. Vested stock options could be subject to loss by the named executive officers in the event of a termination for cause and certain other events but
could not in the event of an involuntary termination without cause following a change in control or a voluntary termination with good reason following a change in control.
(3) If the amount of severance pay and other benefits payable on account of a change in control is greater than three times certain base period taxable compensation for Mr.van Paasschen,
a 20% excise tax is imposed on the excess amount of such severance pay and other benefits. Excludes $706,003 of Mr.van Paasschen’s nonqualified deferred compensation that is
payable upon death, disability or certain changes in control as discussed in the section entitled 2012 Nonqualified Deferred Compensation Table beginning on page60
of this proxy statement.
Director Compensation
We use a combination of cash and stock-based awards to attract
and retain qualifi ed candidates to serve on the Board. In setting
director compensation, we consider the signifi cant amount of
time that members of the Board spend in fulfi lling their duties to
us as well as the skill level required by us of our directors. The
compensation structure in effect for 2012 is described below.
For 2012, under our director share ownership guidelines, each
non-employee director (“Non-Employee Director”) was required to
own shares (or deferred compensation stock equivalents) having
a market price equal to four times the annual Non-Employee
Director’s fees paid to such Non-Employee Director. If any Non-
Employee Director fails to satisfy this requirement, sales of shares
by such Non-Employee Director shall be subject to a 35% retention
requirement. Any new Non-Employee Director shall be given a
period of three years to satisfy this requirement.
Non-Employee Directors receive compensation for their services
as described below.
Annual Fees
Each Non-Employee Director receives an annual fee in the amount
of $80,000, payable in four equal installments of shares issued
under our LTIP. The number of shares to be issued is based on the
fair market value of a share using the average of the high and low
price of our stock as of December31 of the year prior to grant.
A Non-Employee Director may elect to receive up to one-half of the
annual fee in cash and to defer (at an annual interest rate of LIBOR
plus 1.5% for deferred cash amounts) any or all of such annual
fee payable in cash. A Non-Employee Director is also permitted to
elect to defer to a deferred unit account any or all of the annual fee
payable in shares. Deferred cash or stock amounts are payable in
accordance with the Non-Employee Director’s advance election.
Non-Employee Directors serving as members of the Audit Committee
receive an additional annual fee payable in cash of $10,000 ($25,000
for the Chairman of the Audit Committee). The chairperson of each
other committee of the Board receives an additional annual fee
payable in cash of $12,500. The Chairman of the Board receives
an additional fee of $150,000, payable quarterly in restricted stock
units which vest in three years.
Attendance Fees
Non-Employee Directors do not receive fees for attendance at meetings.