Tech Data 2013 Annual Report Download - page 133

Table of Contents
The following table summarizes compensation paid to or earned by independent directors and the Chairman during fiscal 2013:
FISCAL 2013 Board of Directors’ Compensation Table
Compensation Committee
The Board has a standing Compensation Committee. The members of the Committee are Kathleen Misunas (Chair), Thomas I. Morgan, and David
M. Upton. All members are independent as defined by applicable law and the listing requirements of NASDAQ, “Non-Employee Directors” within
the meaning of the Rule 16b-3 under the Exchange Act, and “outside directors” within the meaning of Section 162(m) of the Internal Revenue
Code.
Compensation Committee Interlocks and Insider Participation
During fiscal 2013, none of the members of the Compensation Committee were, and none currently are, an employee or officer of the Company or
had any relationship requiring disclosure under Items 404 or 407 of Regulation S-K under the Exchange Act. In addition, during fiscal 2013, none
of the Company’
s executive officers has served as a member of the board of directors or compensation committee of any other entity that has or has
had one or more of its executive officers serving as a member of the Company’s Board or Compensation Committee.
Equity Compensation Plan Information
The number of shares issuable upon exercise of outstanding share-based equity incentives granted to employees and non-employee directors, as
well as the number of shares remaining available for future issuance, under our equity compensation and equity purchase plans as of January 31,
2013 are summarized in the following table:
Name
Fees
Earned or
Paid in
Cash
($)
Stock
Awards
($) (1)
Option
Awards
($) (2)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($) Total ($)
Charles E. Adair
105,000
94,992
- - - -
199,992
Maximilian Ardelt(3)
46,250
0
- - - -
46,250
Harry J. Harczak, Jr.
92,500
94,992
- - - -
187,492
Kathleen Misunas
100,000
94,992
- - - -
194,992
Thomas I. Morgan
102,500
94,992
- - - -
197,492
Steven A. Raymund
175,000
75,984
(4)
- - -
175,132
(5
)
426,116
Patrick G. Sayer(6)
18,750
190,008
208,758
Savio W. Tung
92,500
94,992
- - - -
187,492
David M. Upton
87,500
94,992
- - - -
182,492
(1)
All described stock awards are RSUs. The amounts for the year represent the aggregate grant date fair value of the awards, computed in accordance with ASC Topic 718. See 3
Item 8, Note 10 - Employee Benefit Plans, for the assumptions we used in valuing these RSUs in accordance with ASC Topic 718. The grant date fair value of the RSUs granted
in fiscal 2013 are $48.00 per unit for awards granted on May 30, 2012 and $44.54 per unit for awards granted on November 27, 2012. These awards are annual grants that fully
vest one year from the date of grant, except for those granted to Mr. Sayer, which represent his initial grant awarded on November 27, 2012 and which vest ratably over three
years. Upon vesting, the RSUs are settled in shares of the Company’s common stock. Outstanding RSUs, all unvested, at the end of fiscal 2013: Adair - 1,979; Harczak - 1,979;
Misunas - 1,979; Morgan - 1,979; Raymund - 1,583; Sayer - 4,266 of which 1,407 vest in fiscal 2014, 1,408 vest in fiscal 2015 and 1,451 vest in fiscal 2016; Tung - 3,578;
Upton - 1,979.
(2)
No option awards were granted in fiscal 2013. Outstanding awards at the end of fiscal 2013, all of which are vested and exercisable: Adair - 5,000 stock options; Misunas -
5,000 stock options; Morgan - 5,000 MVSSARs; Raymund - 80,000 stock options; Upton - 5,000 stock options.
(3)
Mr. Ardelt retired on May 30, 2012.
(4)
1,583 RSUs ($75,984 in value) were granted to Mr. Raymund as part of his compensation as a part-time, non-executive employee and have a fair value and vesting schedule
identical to the RSUs granted to the Company’s independent directors described in Note 1 above.
(5)
This amount, along with the RSUs described in Note 4 above, represent Mr. Raymund’s compensation as a part-time, non-executive employee, and consists of an annual salary
of $100,000, contributions by the Company to his 401(k) Savings Plan, and allocation for office space and a percentage of the salary and benefits for his administrative assistant
of $71,795 for providing non-Company related services to Mr. Raymund.
(6)
Mr. Sayer was appointed to the Board on November 27, 2012.
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Plan category
Number of
shares to
be issued upon
exercise of outstanding
equity-based incentives
Weighted average exercise
price per share of outstanding
equity
-
based incentives
(1)
Number of shares
remaining available for
future issuance
under equity
compensation plans