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GPS » Topics » Retainer and Meeting Fees

This excerpt taken from the GPS DEF 14A filed Apr 7, 2009.

Retainer and Meeting Fees

The table below shows the annual retainer, attendance fees and committee chair retainer we paid to our non-employee directors in fiscal 2008:

 

Fiscal Year 2008 Director Compensation

Annual Retainer

    $ 70,000

Additional Annual Retainer for Committee Chairs

     

Audit and Finance Committee

      20,000

Compensation and Management Development Committee

      20,000

Governance, Nominating and Social Responsibility Committee

      10,000

Additional Annual Retainer for Lead Independent Director

      20,000

Fee per Board Meeting (1)

      —

Fee per regularly scheduled Committee Meeting

      1,500
Footnotes

 

(1)    Non-employee directors who reside primarily outside of North America receive a fee of $2,000 for attendance at each Board and/or committee meeting requiring travel to the United States, in addition to the Committee meeting fee.

 

Employee directors are not eligible for the annual retainer or attendance fees, and are not eligible to serve on committees or as committee chairs.

For 2009, the Board voluntarily decided to reduce their annual retainer by 15%, to $59,500.

 

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Table of Contents
This excerpt taken from the GPS DEF 14A filed Apr 16, 2008.

Retainer and Meeting Fees

The table below shows the annual retainer, attendance fees and committee chair retainer (if applicable) we paid to our non-employee directors in fiscal 2007 and the changes that were made for fiscal 2008:

 

     
     Fiscal 2007     Fiscal 2008  

Annual Retainer (1)

   $ 50,000        $ 70,000     

Additional Annual Retainer for Committee Chairs

      

Audit and Finance Committee

     20,000       20,000  

Compensation and Management Development Committee

     20,000       20,000  

Governance, Nominating and Social Responsibility Committee

     10,000       10,000  

Additional Annual Retainer for Lead Independent Director

     10,000       20,000  

Fee per Board Meeting (2)

     2,000       —  

Fee per regularly scheduled Committee Meeting

     1,500       1,500  

Footnotes

 

(1)       

 

  

 

Prior to Glenn K. Murphy’s appointment as our Chairman and CEO in July 2007, the Chairman was
entitled to an additional annual retainer of $75,000. Mr. Murphy will not receive any additional
compensation for his services as Chairman.

 

(2)       

  

The Board meeting attendance fee was eliminated for fiscal 2008. However, non-employee directors who reside primarily outside of North America receive a fee of $2,000 for attendance at each Board and/or committee meeting requiring travel to the United States.

Employee directors are not eligible for the annual retainer or attendance fees, and are not eligible to serve on committees or as committee chairs.

 

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Table of Contents
This excerpt taken from the GPS DEF 14A filed Apr 26, 2007.

Retainer and Meeting Fees

We pay each of our non-employee directors an annual retainer, attendance fees and a committee chair retainer (if applicable) in the amounts set forth in the table below:

 

   
      Fiscal 2006 ($)

Annual Retainer (1) (2)

    $50,000

Additional Annual Retainer for Committee Chairs

      

Audit and Finance Committee

      20,000

Compensation and Management Development Committee

      20,000

Governance, Nominating and Social Responsibility Committee

      10,000

Fee per Board Meeting

        2,000

Fee per regularly scheduled Committee Meeting

        1,500

Footnotes

 

(1)   The Chairman receives an additional annual retainer of $75,000.

 

(2)   Beginning in fiscal 2007, the Lead Independent Director will receive an additional annual retainer of $10,000.

Employee directors are not eligible for the annual retainer or attendance fees, and are not eligible to serve on committees or as committee chairs.

 

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Table of Contents

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 7, 2009
DEF 14A
Apr 16, 2008
DEF 14A
Apr 26, 2007

RELATED TOPICS for GPS:

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