Tech Data 2013 Annual Report Download - page 132

Table of Contents
Committee evaluates the employees bonused on each measure, the rationale for each measure, the risks and risk level associated with each measure,
and risk mitigators for each measure. The Company’s employees do not engage in, and are not compensated for, proprietary trading of financial
instruments, derivatives, or otherwise. The Compensation Committee annually considers compensation policies and risk management, and is doing
so in connection with the restatement.
Directors’ Compensation
It is the Board’s general policy that compensation for independent directors and the Chairman of the Board should be a mix of cash and equity-
based compensation. In May 2012, the compensation amounts described in this section were reviewed and recommended by the Compensation
Committee and approved by the Board.
The Chairman receives an annual retainer for that position together with the same base annual retainer as the independent directors. Directors who
are not employees of the Company receive a base annual retainer fee, plus reimbursement for reasonable out-of-pocket expenses. In addition to the
base annual retainer fee, the chairs of each committee receive an annual chair retainer and the members of each committee receive a committee
membership retainer. A meeting attendance fee of $1,500 will be paid to each non-employee director in the event a committee or the Board is
required to attend significantly more meetings than the regular quarterly meetings, that last one hour or longer. This meeting attendance fee was not
paid in fiscal 2013. The retainer amounts effective subsequent to the May 2012 Board meeting are set forth in the following table:
With respect to equity-based compensation, non-employee directors receive equity incentives generally consistent with the philosophy for granting
equity incentives to executive officers; i.e., to enable the non-employee directors to acquire and increase their proprietary interest in the long-term
success of the Company, thus providing them with economic incentives linked to the Company’s financial performance and providing shareholder
value. Stock options (other than incentive stock options), stock appreciation rights, restricted stock and other stock-based awards may be awarded
under the Equity Plan based upon the recommendation of the Compensation Committee and approval of the Board. The Board may consider such
factors as affordability of the awards to the Company, alignment with shareholder interests, and the retention and recruitment of effective directors.
The Company’s Corporate Governance Principles include Board-approved director stock ownership guidelines. All non-employee directors are
required to accumulate shares of Company stock through direct purchases or retention of equity incentives, equal in value to a multiple of the base
annual retainer (the “Stock Ownership Requirement”). In May 2012, the Compensation Committee recommended, and the Board approved,
changes to increase the Stock Ownership Requirement from three to four times the base annual retainer and to require that the Stock Ownership
Requirement be met no later than the fourth anniversary of a director’s initial election or appointment. Until the Stock Ownership Requirement is
met, a director must retain 100% of the net shares generated, after tax, upon the vesting or net settlement of restricted stock or restricted stock unit
equity incentive awards issued on or after March 31, 2005 and 50% of the net shares generated, after tax, upon the vesting, settlement or exercise as
applicable of any other equity incentive awards issued on or after March 31, 2005.
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Position Annual Retainer
Chairman
$
175,000
(1)
Independent Board members
75,000
Audit Committee Chair
25,000
Other Audit Committee members
12,500
Compensation Committee Chair
20,000
Other Compensation Committee members
7,500
Governance and Nominating Committee Chair
20,000
Other Governance and Nominating Committee members
5,000
(1)
Consists of $100,000 annual retainer as Chairman plus $75,000 base annual retainer.