AEO » Topics » Fiscal 2008 Director Compensation (1)

This excerpt taken from the AEO DEF 14A filed May 4, 2009.
Fiscal 2008 Director Compensation (1)
 
                         
    Fees Earned or
    Stock
       
    Paid in Cash
    Awards
    Total
 
Name
  ($)     ($)     ($)  
    (2)     (3)        
 
Jon P. Diamond
  $ 55,000     $ 105,001     $ 160,001  
Michael G. Jesselson (4)
  $ 138,685     $ 105,001     $ 243,686  
Alan T. Kane
  $ 95,000     $ 104,946     $ 199,946  
Cary D. McMillan
  $ 102,500     $ 105,001     $ 207,501  
Janice E. Page
  $ 127,000     $ 105,001     $ 232,001  
J. Thomas Presby
  $ 124,750     $ 105,001     $ 229,751  
Jay L. Schottenstein (5)
  $ 275,000     $ 199,992     $ 474,992  
Gerald E. Wedren
  $ 122,500     $ 105,001     $ 227,501  
 
 
(1) Fiscal 2008 refers to the fifty-two week period ended January 31, 2009.
 
(2) Amounts represent fees paid during Fiscal 2008. Directors who are not employees of the Company are paid a retainer of $55,000 per year, payable in installments on the first business day of each calendar quarter. Non-employee directors who serve on a Board committee receive a retainer of $20,000 per year for each committee, paid in installments on the first business day of each calendar quarter. Non-employee directors who serve as committee chairs receive an additional retainer, also paid in installments on the first day of each calendar quarter, as follows: $25,000 per year for the Audit Committee effective January 1, 2009. (Until January 2009, the Audit Committee chair received $18,000 per year); $15,000 per year for the Compensation Committee; and $12,000 per year for the Nominating Committee. Effective January 1, 2009, non-employee directors also receive a per meeting fee of $1,500 for an in-person meeting or $1,000 for a telephonic meeting for serving on a special committee of the Board and the non-employee director chair of a special committee receives a per meeting fee of $3,000 for an in-person meeting or $2,000 for a telephonic meeting. The Lead Independent Director also receives an additional retainer of $20,000 per year paid in installments on the first day of each calendar quarter.
 
(3) Until January 2009, under the Company’s 2005 Stock Award and Incentive Plan, directors who are not employees of the Company received an automatic stock grant of a number of shares equal in value to $25,000 based on the closing sale price of the Company’s stock on the first day of each calendar quarter. Effective January 1, 2009, the value of shares granted to non-employee directors was increased to $30,000.
 
Directors may defer receipt of up to 100% of the shares payable under the quarterly stock grant in the form of a share unit account. From February 2008 to December 2008, Mr. McMillan elected to defer 50% of his


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quarterly share retainer in accordance with the Director Deferred Compensation Agreement (the “Agreement”) until the date of a distribution event as described in the Agreement. Beginning January 2009, Mr. McMillan elected to increase his deferral amount to 100% of his quarterly share retainer. Additionally, from February 2008 to December 2008, Mr. Presby elected to defer 100% of his quarterly share retainer in accordance with the Agreement until the date of a distribution event as described in the Agreement. Beginning January 2009, Mr. Presby elected to cancel his deferral of the quarterly share retainer.
 
(4) Mr. Jesselson’s Fiscal 2008 compensation includes retroactive payments for his service as Lead Independent Director during the year ended February 2, 2008.
 
(5) In connection with his services as our Chairman, Mr. Schottenstein receives compensation of $275,000 per year. Under the Company’s 2005 Stock Award and Incentive Plan, Mr. Schottenstein receives an automatic quarterly stock grant of a number of shares equal in value to $50,000 based on the closing sale price of the Company’s stock on the first day of each calendar quarter.
 
Until June 2005, non-employee directors received an automatic quarterly grant of options to purchase shares of common stock. At January 31, 2009, the aggregate number of option awards outstanding was: Mr. Jesselson—2,813 shares; Ms. Page—19,688 shares; and Mr. Wedren—25,313 shares. Mr. Schottenstein also received various stock option awards prior to June 2005, as determined by the Compensation Committee, and awards for 1,560,172 shares remain outstanding.
 
In June 2005, the Board of Directors determined that each director should own common stock of the Company and established the following ownership guidelines. Within three years of joining the Board or the implementation of the ownership guidelines, each director must hold stock of the Company worth at least four times the current annual cash base retainer amount, or currently $220,000. The following forms of equity interests in the Company count towards the stock ownership requirement: shares purchased on the open market; shares obtained through stock option exercise; shares held as deferred stock units; shares held in benefit plans; shares held in trust for the economic benefit of the director or spouse or dependent children of the director; and shares owned jointly or separately by the spouse or dependent children of the director. Stock options do not count towards the stock ownership requirement.
 
This excerpt taken from the AEO DEF 14A filed May 9, 2008.
Fiscal 2007 Director Compensation (1)
 
                         
    Fees Earned or
    Stock
       
    Paid in Cash
    Awards
    Total
 
Name
  ($)     ($)     ($)  
    (2)     (3)        
 
Jon P. Diamond
  $ 55,000     $ 100,018     $ 155,018  
Michael G. Jesselson
  $ 95,000     $ 100,018     $ 195,018  
Alan T. Kane
  $ 90,000     $ 100,018     $ 190,018  
Cary D. McMillan (4)
  $ 76,238     $ 80,257     $ 156,495  
Janice E. Page
  $ 127,000     $ 100,018     $ 227,018  
J. Thomas Presby
  $ 113,000     $ 100,018     $ 213,018  
Jay L. Schottenstein (5)
  $ 275,000     $ 199,985     $ 474,985  
Gerald E. Wedren
  $ 130,000     $ 100,018     $ 230,018  
Larry M. Wolf (6)
  $ 23,750     $ 25,012     $ 48,762  
 
(1) Fiscal 2007 refers to the fifty-two week period ended February 2, 2008.
 
(2) Amounts represent fees paid during Fiscal 2007. Directors who are not employees of the Company are paid a retainer of $55,000 per year, payable in installments on the first business day of each calendar quarter. Non-employee directors who serve on a Board committee receive a retainer of $20,000 per year for each committee, paid in installments on the first business day of each calendar quarter. Non-employee directors who serve as committee chairs receive an additional retainer, also paid in installments on the first day of each calendar quarter, as follows: $18,000 per year for the Audit Committee; $15,000 per year for the Compensation Committee; and $12,000 per year for the Nominating Committee.
 
(3) Under the Company’s 2005 Stock Award and Incentive Plan, directors who are not employees of the Company receive an automatic stock grant of a number of shares equal in value to $25,000 based on the closing sale price of the Company’s stock on the first day of each calendar quarter.
 
Directors may defer receipt of up to 100% of the shares payable under the quarterly stock grant in the form of a share unit account. From June 2007 to December 2007, Mr. McMillan elected to defer 100% of his quarterly share retainer in accordance with the Director Deferred Compensation Agreement (the “Agreement”) until the date of a distribution event as described in the Agreement. Beginning January 2008, Mr. McMillan elected to reduce his deferral amount to 50% of his quarterly share retainer. Additionally, beginning January 2008, Mr. Presby elected to defer 100% of his quarterly share retainer in accordance with the Agreement until the date of a distribution event as described in the Agreement.
 
(4) Mr. McMillan was elected to the Board at the 2007 Annual Meeting of Stockholders held on June 12, 2007. Accordingly, his compensation is pro-rated based on the date of election.


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(5) In connection with his services as our Chairman, Mr. Schottenstein receives compensation of $275,000 per year. Under the Company’s 2005 Stock Award and Incentive Plan, Mr. Schottenstein receives an automatic quarterly stock grant of a number of shares equal in value to $50,000 based on the closing sale price of the Company’s stock on the first day of each calendar quarter.
 
(6) Mr. Wolf served on the Board of Directors until the 2007 Annual Meeting of Stockholders held on June 12, 2007.
 
Until June 2005, non-employee directors received an automatic quarterly grant of options to purchase shares of common stock. At February 2, 2008, the aggregate number of option awards outstanding was: Mr. Jesselson—2,813 shares; Ms. Page—19,688 shares; Mr. Wedren—25,313 shares; and Mr. Wolf—25,313 shares. Mr. Schottenstein also received various stock option awards prior to June 2005, as determined by the Compensation Committee, and awards for 1,560,172 shares remain outstanding.
 
In June 2005, the Board of Directors determined that each director should own common stock of the Company and established the following ownership guidelines. Within three years of joining the Board or the implementation of the ownership guidelines, each director must hold stock of the Company worth at least four times the current annual cash base retainer amount, or currently $220,000. The following forms of equity interests in the Company count towards the stock ownership requirement: shares purchased on the open market; shares obtained through stock option exercise; shares held as deferred stock units; shares held in benefit plans; shares held in trust for the economic benefit of the director or spouse or dependent children of the director; and shares owned jointly or separately by the spouse or dependent children of the director. Stock options do not count towards the stock ownership requirement.
 
This excerpt taken from the AEO DEF 14A filed May 1, 2007.

Fiscal 2006 Director Compensation (1)

 

Name

  

Fees Earned or Paid in
Cash

($)

  

Stock

Awards
($)

  

Total

($)

     (2)    (3)     

Jon P. Diamond

   $ 55,000    $ 74,968    $ 129,968

Michael G. Jesselson

   $ 110,000    $ 74,968    $ 184,968

Alan T. Kane (4)

   $ 13,500    $ 18,041    $ 31,541

Robert R. McMaster (5)

   $ 28,250      —      $ 28,250

Janice E. Page

   $ 127,000    $ 74,968    $ 201,968

J. Thomas Presby

   $ 113,500    $ 74,968    $ 188,468

Jay Schottenstein (6)

   $ 277,196    $ 150,013    $ 427,209

Gerald E. Wedren

   $ 125,000    $ 74,968    $ 199,968

Larry M. Wolf (7)

   $ 95,000    $ 74,968    $ 169,968

(1) Fiscal 2006 refers to the fifty-three week period ended February 3, 2007.

 

(2) Amounts represent fees paid during Fiscal 2006. Directors who are not employees of the Company are paid a retainer of $55,000 per year, payable in installments on the first business day of each calendar quarter. Non-employee directors who serve on a Board committee receive a retainer of $20,000 per year for each committee, paid in installments on the first business day of each calendar quarter. Non-employee directors who serve as committee chairs receive an additional retainer, also paid in installments on the first day of each calendar quarter, as follows: $18,000 per year for the Audit Committee; $15,000 per year for the Compensation Committee; and $12,000 per year for the Nominating Committee.

 

(3) Beginning on July 1, 2006, under the Company’s 2005 Stock Award and Incentive Plan, directors who are not employees of the Company receive an automatic stock grant of a number of shares equal in value to $25,000 based on the closing sale price of the Company’s stock on the first day of each calendar quarter.

 

  Effective December 30, 2005, directors may defer receipt of up to 100% of the shares payable under the quarterly stock grant in the form of a share unit account. From July 2006 to December 2006, Ms. Page and Mr. Wolf elected to defer their quarterly share retainers in accordance with the Director Deferred Compensation Agreement (the “Agreement”) until the date of a distribution event as described in the Agreement.

 

(4) Mr. Kane was elected to the Board in January 2007. Accordingly, his compensation is pro-rated based on the date of election.

 

(5) Mr. McMaster served on the Board of Directors until the 2006 Annual Meeting held on June 13, 2006.

 

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(6) In connection with his services as our Chairman, Mr. Schottenstein receives compensation of $275,000 per year and a 401(k) contribution of $2,196. Additionally, beginning on July 1, 2006, under the Company’s 2005 Stock Award and Incentive Plan, Mr. Schottenstein receives an automatic quarterly stock grant of a number of shares equal in value to $50,000 based on the closing sale price of the Company’s stock on the first day of each calendar quarter.

 

(7) Mr. Wolf is not standing for re-election at the 2007 Annual Meeting of Stockholders.

Until June 2005, non-employee directors received an automatic quarterly grant of options to purchase shares of common stock. At February 3, 2007, the aggregate number of option awards outstanding was: Mr. Diamond—25,313 shares; Mr. Jesselson—2,813 shares; Ms. Page—19,688 shares; Mr. Wedren—25,313 shares; and Mr. Wolf—25,313 shares. Mr. Schottenstein also received various stock options awards prior to June 2005, as determined by the Compensation Committee, and awards for 1,560,172 shares remain outstanding.

In June 2005, the Board of Directors determined that each director should own common stock of the Company and established the following ownership guidelines. Within three years of joining the Board or the implementation of the ownership guidelines, each director must hold stock of the Company worth at least four times the current annual cash base retainer amount, or currently $220,000. The following forms of equity interests in the Company count towards the stock ownership requirement: shares purchased on the open market; shares obtained through stock option exercise; shares held as deferred stock units; shares held in benefit plans; shares held in trust for the economic benefit of the director or spouse or dependent children of the director; and shares owned jointly or separately by the spouse or dependent children of the director. Stock options do not count towards the stock ownership requirement.

This excerpt taken from the AEO DEF 14A filed May 1, 2006.

Director Compensation

Directors who are not employees of the Company are paid an annual retainer of $55,000 per year, payable quarterly. Additionally, each non-employee director receives an annual stock grant, under the Company’s 2005 Stock Award and Incentive Plan, of a number of shares equal in value to $100,000, based on the value of the Company’s stock at the date of each Annual Meeting. Effective December 30, 2005, Directors may defer receipt of up to 100% of the shares payable under the stock grant in the form of a share unit account. Non-employee directors who participate on one of the Company’s three committees receive an annual retainer of $20,000 per year, payable quarterly, for each committee. Non-employee directors who serve as committee chairs receive an additional annual retainer as follows: $18,000 per year, payable quarterly, for serving as chair of the Audit Committee; $15,000 per year, payable quarterly, for serving as chair of the Compensation Committee; and $12,000 per year, payable quarterly, for serving as chair of the Nominating and Corporate Governance Committee. The table below sets forth a summary of non-employee director compensation for the annual period from the 2005 Annual Meeting of Stockholders to the 2006 Annual Meeting of Stockholders.

 

Director

   Annual Board
Cash Retainer
  

Annual Committee

Cash Retainers

  

Annual Stock

Grant Value

   Total
Compensation

Jon P. Diamond

   $ 55,000      —      $ 100,000    $ 155,000

Michael G. Jesselson

   $ 55,000    $ 40,000    $ 100,000    $ 195,000

Robert R. McMaster (1)

   $ 55,000    $ 58,000    $ 100,000    $ 213,000

Janice E. Page

   $ 55,000    $ 72,000    $ 100,000    $ 227,000

J. Thomas Presby (2)

   $ 27,500    $ 10,000    $ 50,000    $ 87,500

Gerald E. Wedren

   $ 55,000    $ 55,000    $ 100,000    $ 210,000

Larry M. Wolf

   $ 55,000    $ 40,000    $ 100,000    $ 195,000

(1) Mr. McMaster is not standing for re-election at the 2006 Annual Meeting of Stockholders.

 

(2) Mr. Presby was elected to the Board in December 2005. Accordingly, his compensation is pro-rated based on the date of election.

In connection with his services as our Chairman, Mr. Schottenstein receives an annual salary of $275,000 per year and an annual stock grant, under the Company’s 2005 Stock Award and Incentive Plan, of a number of shares equal in value to $200,000, based on the value of the Company’s stock at the date of each Annual Meeting. Directors who are employees of the Company do not receive separate compensation for serving as directors. In addition, the Company reimburses travel expenses to attend Board and committee meetings.

The Board of Directors has determined that each Director should own common stock of the Company and has established the following ownership guidelines. Within three years of joining the Board or the implementation of these ownership guidelines in June 2005, each Director must hold stock of the Company worth at least four times the current annual base retainer. The following forms of equity interests in the Company count towards the stock ownership requirement: shares purchased on the open market; shares obtained through stock option exercise; shares held as deferred stock units; shares held in benefit plans; shares held in trust for the economic benefit of the Director or spouse or dependent children of the Director; and shares owned jointly or separately by the spouse or dependent children of the Director. Unexercised stock options and unvested restricted stock do not count towards the stock ownership requirement.

 

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