CVS » Topics » 2007 - 2008 Board Year: Annual Retainer, Meeting Fees and Equity Awards

This excerpt taken from the CVS DEF 14A filed Mar 24, 2009.

2007 – 2008 Board Year: Annual Retainer, Meeting Fees and Equity Awards

For the Board year that commenced on May 9, 2007 and ended on May 6, 2008, the Company provided the following compensation to our non-employee directors for their services as directors:

 

  n Each non-employee director received an annual retainer of $65,000 and attendance fees of $2,000 for each Board meeting attended, $1,000 for each telephonic Board meeting attended and $1,000 for each Committee meeting attended.

 

  n Each non-employee director who chaired a Committee of the Board received an additional retainer of $8,000, except the Chair of the Audit Committee, who received $15,000.

 

  n Under the 1997 Incentive Compensation Plan (the “1997 ICP”), non-employee directors received an annual award of 4,000 shares of common stock for their service during the preceding year.

At least one half of the annual non-employee director retainer fee was paid in CVS Caremark common stock. Directors could elect to receive all retainer and attendance fees in common stock. A director could also choose to defer receipt of such shares. Deferred shares were credited with dividend equivalents.

The following chart shows amounts paid to each of our non-employee directors in fiscal 2008.

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